Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Units, including, but not limited to, the grant, vesting or settlement of Restricted Shares Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units or any aspect of the Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares UnitsSpecial Retention Awards, including, but not limited to, the grant, vesting or settlement of Restricted Shares UnitsSpecial Retention Awards, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Special Retention Awards or any aspect of the Restricted Share Units Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the followingby: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share UnitsSpecial Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable lawSpecial Retention Awards. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares UnitsSpecial Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these the Restricted Shares Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such issuance and the receipt of any dividends or and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Award or any aspect of the Restricted Share Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, ; or (iiiii) withholding from the proceeds of the sale of Shares acquired pursuant to upon settlement of the Restricted Share Units, Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization); or (iviii) withholding from in Shares to be issued upon vesting of the Shares subject to Restricted Share Stock Units; and/or (v) any other method , provided, however, that if the Participant is a Section 16 officer of withholding determined by the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and permitted by applicable law(ii) hereof. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Shares Stock Units, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Items due as a result of any aspect of the Participant’s participation in the Plan. (c) Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of By accepting the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934Award, as amended). The Participant acknowledges you acknowledge and agree that, : i. regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant your employer (the “Employer”), the ultimate liability you shall be ultimately responsible for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you or legally imposed on the Participant Company or the Employer as a result of your participation in the Plan and deemed by the Company or the Employer to be an appropriate charge to you (“Tax-Related Items”) is and remains the Participant’s responsibility and ); ii. your liability for Tax-Related Items may exceed the amount amount, if any, actually withheld by the Company or the Employer; iii. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement of Restricted Shares the Units, the subsequent sale of Shares shares of Common Stock acquired pursuant to the Restricted Share Unit such settlement and the receipt of any dividends or dividend equivalents; and (b) dividends; iv. the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant of the Award or any aspect of the Restricted Share Units Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related ; and v. if you are subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the Participant acknowledges that as applicable, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Units, including, but not limited to, the grant, vesting or settlement of Restricted Shares Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units or any aspect of the Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the followingby: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Subsidiary Company Group that legally employs the Participant employee (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares the Units, including, but not limited to, the grant, grant or vesting or settlement of Restricted Shares the Units, the subsequent sale of Shares shares of Stock acquired pursuant to the Restricted Share Unit such settlement and the receipt of any dividends or dividend equivalentsand/or any Dividend Equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related ItemsItems and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) of: i. withholding from the Participant’s 's wages or other cash compensation paid payable to the Participant by the Company and/or or any member of the Employer, (Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii) . withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Unitsshares of Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s 's behalf pursuant to this authorization without further consent); (; iv) withholding from . requiring the Shares subject Participant to Restricted Share Units; and/or (v) make a payment in cash or by check; v. any other method of withholding determined approved by the Company and permitted to the extent required by applicable lawlaws or the Plan, approved by the Committee; or vi. Depending on and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding method, (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable ratesin the Participant's jurisdiction(s). In the event of over-withholding, in which case the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the Share equivalent) orequivalent in shares of Stock), or if not refundedrefunded by the Company, the Participant may must seek a refund from the local tax authoritiesauthorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of Shares shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares of Stock or the proceeds of from the sale of Shares shares of Stock to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (1) all income taxfederal, social insurancestate, payroll tax, fringe benefits tax, payment on account and local taxes (including the Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant, (2) the Participant’s and, to the extent required by the Company (or Employer), the Company’s (or Employer’s) fringe benefit tax liability, if any, associated with the grant or vesting of the Restricted Stock Units or the issuance or sale of Shares, and (3) any other Company (or Employer) taxes the responsibility for which the Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or the grant or vesting thereof or the issuance or sale of Shares) (collectively, the “Tax-Related ItemsTax Obligations”) ), is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of these the Restricted Shares Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Shares Stock Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such settlement and the receipt of any dividends or dividend equivalents; other distributions, and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is subject to tax Tax Obligations in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior If Participant fails to make satisfactory arrangements for the payment of any relevant required Tax Obligations hereunder at the time of the applicable taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company acknowledges and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items agrees that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsShares.

Responsibility for Taxes. This provision replaces paragraph 6 of By accepting the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934Award, as amended). The Participant acknowledges you acknowledge and agree that, : i. regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant your employer (the “Employer”), the ultimate liability you shall be ultimately responsible for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the LRIP and the Omnibus Plan and legally applicable to you or legally imposed on the Participant Company or the Employer as a result of your participation in the LRIP and the Omnibus Plan and deemed by the Company or the Employer to be an appropriate charge to you (“Tax-Related Items”) is and remains the Participant’s responsibility and ); ii. your liability for Tax-Related Items may exceed the amount amount, if any, actually withheld by the Company or the Employer; iii. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting vesting, earning, or settlement of Restricted Shares Unitsthe PSUs, and the subsequent sale of Shares shares of Common Stock acquired pursuant to such settlement, if any; iv. the Restricted Share Unit and Company and/or the receipt of any dividends or dividend equivalents; and (b) Employer do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant of the Award or any aspect of the Restricted Share Units Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related ; and v. if you are subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the Participant acknowledges that as applicable, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges You acknowledge that, regardless of any action taken by the Company Corporation or, if different, the Subsidiary that employs the Participant for which you provide continuous service (the “Employer”), the ultimate liability for all income tax, social insuranceinsurance contributions, payroll tax, fringe benefits tax, payment on account or account, and other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”) is and remains the Participant’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company Corporation or the Employer. The Participant You further acknowledges acknowledge that the Company Corporation and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these the Restricted Shares Stock Units, including, but not limited to, the grant, vesting earning or settlement of the Restricted Shares Stock Units, the subsequent sale of Shares Stock acquired pursuant to the Restricted Share Unit such settlement and the receipt of any dividends or dividend equivalents; other distributions paid on the Stock, and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Stock Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the CompanyFurther, the Employer or any other Subsidiary, or their respective board, officers or employees related if you are subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge that the Company Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding the foregoing, if you are subject to Section 16 of the Exchange Act, any withholding of shares of Stock to satisfy applicable Tax-Related Items shall be approved in advance by the Compensation Committee or the Board. Prior to any relevant taxable or tax tax-withholding event, as applicable, the Participant will pay or you agree to make adequate arrangements satisfactory to the Company Corporation and/or the Employer to satisfy any withholding obligations the Corporation and/or the Employer may have for all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company Corporation and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: : (i) requiring a cash payment from the Participant; (iia) withholding from the Participant’s wages or other cash compensation paid payable to the Participant you by the Company and/or Corporation or the Employer, ; (iiib) withholding from the proceeds of the sale of Shares acquired pursuant Stock to be issued upon settlement of the Restricted Share Units, Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company Corporation (on the Participant’s your behalf pursuant to this authorization without further consent); and (iv) withholding from the Shares subject to Restricted Share Units; and/or (vc) any other method of withholding determined by acceptable to the Company Corporation and permitted by under the Plan and applicable lawlaws. Depending on The Corporation and/or the withholding method, the Company Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable ratesin your jurisdiction(s), in which case the Participant you may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent amount in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, You agree to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or Corporation or the Employer any amount of Tax-Related Items that the Company and/or Corporation or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. The Company Corporation may refuse to issue or deliver the Shares Stock or the proceeds of the sale of Shares Stock if the Participant fails you fail to comply with his or her your obligations for Tax-Related Items. The Corporation may cause a portion of the Restricted Stock Units to vest prior to the vesting dates described in connection Section 1 above in order to satisfy any Tax-Related Items that arise prior to the date of delivery of the Restricted Stock Units described in Section 2 above; provided that to the extent necessary to avoid a prohibited distribution under Section 409A, the number of Restricted Stock Units so accelerated shall be with respect to a number of shares with a value that does not exceed the liability for the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company orCompany, if different, any of its Affiliates or the Subsidiary that employs the Participant Participant's employer (the “"Employer”), the ultimate liability for ") take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerAffiliate. The Participant You further acknowledges acknowledge that the Company and/or the Employer Affiliate (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement of the Restricted Shares Share Units, the issuance of Shares, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such issuance and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the CompanyFurther, the Employer or any other Subsidiary, or their respective board, officers or employees related if you are subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Subject to Sections 7(c) and (d) below, your acceptance of this Agreement constitutes your instruction and authorization to your brokerage firm (or, in the absence of a designated brokerage firm, any brokerage firm determined acceptable to the Company for such purpose) to sell on your behalf the number of whole Shares from those Shares issuable to you upon settlement of the Restricted Share Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligation for Tax-Related Items. Prior Such Shares will be sold on the day the Tax-Related Items are determined or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Company and any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any relevant such sale. To the extent the proceeds of such sale exceed your Tax-Related Items, such excess cash will be deposited into the securities account established with the brokerage firm for the settlement of your Restricted Share Units. You acknowledge that the broker or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your Tax-Related Items. (c) At any time before any taxable or tax withholding event, as applicablethe Committee may, in its sole discretion, determine that the Participant Company or the Affiliate will pay or make adequate arrangements satisfactory satisfy any tax withholding obligation with respect to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination withholding Shares to be issued upon vesting of the following: Restricted Share Units. To the extent the Committee makes such a determination, you hereby authorize the Company to withhold Shares otherwise issuable upon vesting of the Restricted Share Units having a Fair Market Value on the date of vesting equal to the amount sufficient to satisfy the Tax-Related Items. (id) requiring a cash payment from In the Participant; event that, in the reasonable determination of the Company and/or its Affiliate, such tax withholding by the sale or withholding of Shares as described in Sections 7(b) and (iic) above is problematic under applicable tax or securities law or has materially adverse accounting consequences, you authorize the Company and/or the Affiliate to satisfy any applicable withholding obligation for Tax-Related Items by withholding from the Participant’s your wages or other cash compensation paid to the Participant you by the Company and/or the EmployerAffiliate, (iii) withholding from within legal limits, or by requiring you to tender a cash payment to the proceeds Company or the Affiliate in the amount of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company Tax-Related Items. (on the Participant’s behalf pursuant to this authorization without further consent); (ive) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may or an Affiliate may, if necessary, withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including up to maximum applicable rates, in which case the Participant you may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Shares. If the obligation for the Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedShares as described in Section 7(c) above, for tax purposes, you will be deemed to have been issued the full number of Shares subject to the vested Restricted Shares Share Units, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Items due as a result of your participation in the Plan. (f) Finally, the Participant shall you agree to pay to the Company and/or or the Employer Affiliate any amount of Tax-Related Items that the Company and/or or the Employer Affiliate may be required to withhold or account for as a result of the Participant’s your participation in the Plan or the vesting and settlement of the Restricted Share Units that cannot be satisfied by the means previously described. The Company or the Affiliate may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails unless and until you have complied with your obligations related to comply with his or her obligations in connection with the Tax-Related ItemsItems described in this Section 7.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares UnitsSpecial Retention Awards, including, but not limited to, the grant, vesting or settlement of Restricted Shares UnitsSpecial Retention Awards, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Special Retention Awards or any aspect of the Restricted Share Units Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share UnitsSpecial Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share UnitsSpecial Retention Awards; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares UnitsSpecial Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company orand/or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant, or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (collectively, “Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe grant of Purchase Rights, including, including but not limited to, the grant, vesting or settlement purchase of Restricted Shares Unitsshares of Stock, the subsequent sale of Shares shares of Stock acquired pursuant to under the Restricted Share Unit and Plan or the receipt of any dividends or dividend equivalents; dividends, and (b2) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant of the Purchase Rights or any aspect of the Restricted Share Units Participant’s Plan participation to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant the taxable or tax withholding event, as applicable, the Participant will agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their any withholding obligations with regard to for all applicable Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s any wages or other cash compensation paid to the Participant by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, the Participant authorizes the Company and/or the Employer, or their respective agents, to (iiii) withholding withhold from the proceeds of the sale of Shares shares of Stock acquired pursuant to by the Restricted Share UnitsParticipant upon purchase, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization authorization, without further consent); , or (ivii) withhold shares of Stock to be issued upon purchase, provided, however, that withholding from the Shares in shares shall be subject to Restricted Share Units; and/or (v) any other method of withholding determined approval by the Company and permitted Compensation Committee to the extent deemed necessary or advisable by applicable law. Depending on the withholding method, counsel to the Company at the time of any relevant tax withholding event. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable ratesrates in the Participant’s jurisdiction, in which case the Participant may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share Stock equivalent) or; provided, if not refundedhowever, that where the application of such maximum rates would, in the Company’s determination, result in adverse accounting consequences to the Company, the Participant may seek a refund from Company shall withhold only amounts sufficient to meet the local tax authoritiesminimum statutory Tax-Related Items required to be withheld or remitted with respect to the Participant’s participation in the Plan. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares of Stock, for tax purposes, the Participant is deemed to have been issued the full number of Shares shares of Stock subject to the vested Restricted Shares Unitspurchase, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Participant’s participation in the Plan. Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue purchase or deliver the Shares shares or the proceeds of the sale of Shares shares of Stock, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of Notwithstanding anything contrary in the Award Agreement (except if the Participant is subject to the short-swing profit rules of Plan and Section 16(b9(b)(i) of the Securities Exchange Act Agreement, in the case of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant national insurance contributions (the “EmployerNICs”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account Employer may only withhold from the Optionee’s wages or other tax-related items related cash compensation such amount as is permitted by the Social Security Contributions Regulations 2001 (SI 2001/1004). The following provision shall supplement Section 9 of the Agreement: ‘The Optionee hereby irrevocably agrees that the Company or the Employer (if different) may recover from the Optionee the whole or any part of any secondary class 1 employer NICs arising as a result of a taxable event attributable to the ParticipantOption or the Optionee’s participation in the Plan and legally applicable (“Employer NICs”) to the Participant extent permitted by applicable law and, at the request of the Company at any time before the exercise of an Option, the Optionee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or any part of the liability for such Employer NICs shall be transferred to the Optionee. The Optionee hereby agrees that the Optionee is liable for all Taxes and hereby covenants to pay all such Taxes, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority) or required by applicable law. The Optionee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer on an after tax basis against any Taxes that they are required (or reasonably consider they are required) to pay, or withhold and account for on the Employee’s behalf, or have paid or will pay, to HMRC (or any other tax authority or any other relevant authority). For purposes of this Agreement, Tax-Related Items”Items include (without limitation) is employment income tax, and remains employee NICs. The amount of any income tax not collected within 90 days after the Participant’s responsibility end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Optionee on which additional income tax and NICs may exceed be payable. The Optionee understands that the amount actually withheld Optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs due on this additional benefit pursuant to the indemnity above, which may be recovered from the Optionee by the Company or the EmployerEmployer by any of the means referred to in Section 9 of the Agreement. The Participant further acknowledges that the Company and/or the Employer (aOptionee irrevocably agrees to enter into a joint election under section 431(1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection ITEPA 2003 with any aspect of these Restricted Shares Units, including, but not limited to, the grant, vesting or settlement of Restricted Shares Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units or any aspect of the Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (its employer or former employer, as applicable) may be required to withhold or account for Tax-Related Items employer in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number respect of the Shares is held back solely for to be acquired on exercise of the purpose of paying the Tax-Related Items. Finally, the Participant shall pay Option as a condition to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result exercise of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsOption.’

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Units, including, but not limited to, the grant, vesting or settlement of Restricted Shares Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units or any aspect of the Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: : (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, or the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these the Restricted Shares Stock Units, including, but not limited to, the grant, grant or vesting or settlement of the Restricted Shares Stock Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalentssuch vesting; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Awardthe Restricted Stock Units. FurthermoreFurther, if the Participant has become is subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, the Participant will pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by withholding Shares to be issued upon vesting. Alternatively, if the Company determines in its sole discretion that withholding Shares is not feasible under applicable tax or securities laws or has materially adverse accounting consequences, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion and with no obligation to do so, to satisfy any applicable withholding obligations with regard to Tax-Related Items by one or a combination of the following: : (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or Company, the Employer, Employer or any other Subsidiary; (iiiii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, at vesting either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization authorization) without further consent); and/or (iv) withholding from the Shares subject to Restricted Share Units; and/or (viii) any other method of withholding determined methods approved by the Company Committee and permitted by applicable law. laws. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) equivalent or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall agrees to pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. (d) Notwithstanding the foregoing, Participant may, at Participant’s option, satisfy, in whole or in part, any tax withholding obligations through a “net settlement” procedure by requiring that the Company (x) withhold Shares (that would otherwise be deliverable to Participant upon settlement of the Restricted Stock Units) with a fair market value equal to the amount of such tax withholding liability (up to the maximum permissible amount), and (y) remit such withholding taxes to the appropriate taxing authorities (with any fractional amount of such withholding paid by Participant in cash).

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of supplements Section 16(b6(b) of the Securities Exchange Act of 1934, as amended). Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”)Service Recipient, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerService Recipient. The Participant further acknowledges that the Company and/or the Employer Service Recipient (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Restricted Shares Unitsthe Option, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such exercise and the receipt of any dividends or dividend equivalentsand/or any other distributions; and (b2) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer Service Recipient (or former employerservice recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: . (ib) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Shares Unitsportion of the Option that is exercised, notwithstanding that a number of the Shares is are held back solely for the purpose of paying satisfying the Tax-Related Items. Finally, the Withholding Taxes. (c) The Participant shall agrees to pay to the Company and/or or the Employer Service Recipient, any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan Withholding Taxes that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related ItemsWithholding Taxes. (d) Notwithstanding anything to the contrary in the Plan or in Section 6(b) of the Nonqualified Stock Option Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate the Shares to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.

Responsibility for Taxes. This Notwithstanding any contrary provision replaces paragraph 6 of the Award Agreement Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (except if as determined by the Administrator) will have been made by Participant is subject with respect to the short-swing profit rules payment of Section 16(b) of the Securities Exchange Act of 1934income, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income taxemployment, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company or Participant’s employer (the “Employer”) in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by which the Company determines must be withheld with respect to the Option or the Employersuch Shares. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Restricted Shares Unitsthe Option, the subsequent sale of Shares acquired pursuant to upon exercise of the Restricted Share Unit Option and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges and agrees that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the to which Participant is providing services (the “EmployerService Recipient”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerService Recipient. The Participant further acknowledges that the Company and/or the Employer Service Recipient (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthis Option, including, but not limited to, the grant, vesting or settlement exercise of Restricted Shares Unitsthis Option, the subsequent sale of Shares acquired pursuant to upon the Restricted Share Unit exercise of this Option and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units this Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer Service Recipient (or former employerservice recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, the Participant will pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the EmployerService Recipient, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s salary, wages or other cash compensation paid payable to the Participant by the Company and/or the EmployerService Recipient, (iiiii) withholding from the proceeds of the sale of the Shares acquired pursuant to upon the Restricted Share Units, exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); , (iviii) withholding from the Shares subject to Restricted Share Units; and/or otherwise issuable at exercise of this Option, or (viv) any other method of withholding determined by the Company and permitted Administrator to be in compliance with Applicable Laws. Notwithstanding the foregoing, any Participant who is subject to the requirements of Section 16 of the Exchange Act at the time the withholding obligation for Tax-Related Items becomes due, shall satisfy any withholding obligation for Tax-Related Items by applicable law. the method described in (iii). (c) Depending on the withholding method, the Company and/or the Service Recipient may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum rates applicable ratesin Participant’s jurisdiction(s). In the event of over-withholding, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) orequivalent in Shares), or if not refunded, the Participant may seek a refund from the local tax authorities. In the event of under-withholding, Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Shares Unitsexercised Option, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the . (d) Participant shall agrees to pay to the Company and/or or the Employer Service Recipient any amount of Tax-Related Items that the Company and/or or the Employer Service Recipient may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of the Shares acquired upon the exercise of the Option, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant your employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-tax related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or and the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsyour option, including, but not limited to, the grant, vesting or settlement exercise of Restricted Shares Unitsyour option, the subsequent sale of Shares shares of Common Stock acquired pursuant to the Restricted Share Unit such exercise and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units your option to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall You acknowledge and agree that you will not make any claim against the Company, the Employer or any other Subsidiaryof its Officers, Directors, Employees or their respective board, officers or employees related to Affiliates for Tax-Related Items arising from your option or your other compensation. In particular, you acknowledge that this Awardoption is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. FurthermoreFurther, if the Participant has become you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, the Participant will pay or you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the followingwithholding from: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s your wages or other cash compensation paid to the Participant you by the Company and/or the Employer, (iiiii) withholding from the proceeds of the sale of Shares shares of Common Stock acquired pursuant to the Restricted Share Units, at exercise of your option and sold either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent); and/or (iviii) withholding from the Shares subject a number of shares of Common Stock that are otherwise deliverable to Restricted Share Units; and/or (v) any other method of withholding you upon exercise having a fair market value determined by the Company and permitted by applicable law. as of the date of the relevant taxable or tax withholding event, as applicable. (c) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may you will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share Common Stock equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares of Common Stock, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Restricted Shares Unitsshares of Common Stock, notwithstanding that a number of the Shares shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall . (d) You agree to pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. The You acknowledge and agree that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares shares of Common Stock, or the proceeds of the sale of Shares the shares of Common Stock, if the Participant fails you fail to comply with his or her your obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”)Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement of Restricted Shares Unitsthe Award, the subsequent sale of Shares shares of Stock acquired pursuant to the Restricted Share Unit Award and the receipt of any dividends or dividend equivalentsDividend Equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Award or any aspect of the Restricted Share Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their its respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the followingby: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the EmployerCompany, (iii) withholding from the proceeds of the sale of Shares Stock acquired pursuant to the Restricted Share UnitsAward, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares shares of Stock subject to the Restricted Share Stock Units; and/or , provided, however, that if the Participant is a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended (v) any other method “Exchange Act”), then the Participant may elect the form of withholding determined by from the alternatives above in advance of any tax withholding event, and in the absence of the Participant’s timely election, the Company and permitted by applicable lawwill withhold in shares of Stock, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax Related Items. Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of Shares shares of Stock subject to the vested Restricted Shares Stock Units, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or Stock, the proceeds of the sale of Shares Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Tax- Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares UnitsSpecial Retention Awards, including, but not limited to, the grant, vesting or settlement of Restricted Shares UnitsSpecial Retention Awards, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Special Retention Awards or any aspect of the Restricted Share Units Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share UnitsSpecial Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share UnitsSpecial Retention Awards; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares UnitsSpecial Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Tax- Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant or your employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement of Restricted Shares the Performance Units, the issuance of Shares, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such issuance and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the CompanyFurther, the Employer or any other Subsidiary, or their respective board, officers or employees related if you have become subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Subject to Sections 7(c) and 7(d) below, your acceptance of this Agreement constitutes your instruction and authorization to the brokerage firm designated by the Company for such purpose to sell on your behalf the number of whole Shares from those Shares issuable to you upon settlement of the Performance Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligation for Tax-Related Items. Prior Such Shares will be sold on the day the Tax-Related Items are to be determined or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Company and any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any relevant such sale. To the extent the proceeds of such sale exceed your Tax-Related Items, such excess cash will be deposited into the securities account established with the brokerage firm for the settlement of your Performance Units. You acknowledge that the broker or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your Tax-Related Items. (c) At any time before any taxable or tax withholding event, as applicablethe Company may, the Participant will pay or make adequate arrangements satisfactory in its sole discretion, elect to satisfy any withholding obligation with respect to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination withholding Shares to be issued upon settlement of the following: Performance Units; provided, however, that if you are an Officer, the Committee (ias constituted to satisfy Rule 16b-3 of the Exchange Act) requiring shall approve any such election to withhold Shares to the extent necessary or desirable to exempt the transaction under Rule 16b-3 of the Exchange Act. To the extent the Company makes such an election (with the Committee’s approval, if applicable), you hereby authorize the Company to withhold Shares otherwise issuable upon settlement of the Performance Units having a cash payment from Fair Market Value on the Participant; date of settlement equal to the amount sufficient to satisfy the Tax-Related Items. (iid) As an alternative or in addition to the withholding mechanisms described in Sections 7(b) and 7(c) above, the Company may, in its sole discretion, elect to satisfy any withholding obligation with respect to the Tax-Related Items by withholding from the Participant’s your wages or other cash compensation to be paid to the Participant you by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant Company or any Affiliate and/or permit you to pay to the Restricted Share Units, either through a voluntary sale Company or through a mandatory sale arranged by the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan. (on the Participant’s behalf pursuant to this authorization without further consent); (ive) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding methodTo avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedShares as described in Section 7(c) above, for tax purposes, you will be deemed to have been issued the full number of Shares subject to the vested Restricted Shares Performance Units, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for due as a result of the Participant’s any aspect of your participation in the Plan that cannot be satisfied by the means previously described. Plan. (f) The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails unless and until you have complied with your obligations related to comply with his or her obligations in connection with the Tax-Related ItemsItems described in this Section 7.

Responsibility for Taxes. This provision replaces paragraph 6 Director is advised to review with his or her own tax advisors the Federal, state, local and, if applicable, non-U.S. tax consequences of the Award Agreement (except if the Participant transactions contemplated by this Award. Director is subject to the short-swing profit rules of Section 16(b) relying solely on such advisors and is not relying in any part on any statement or representation of the Securities Exchange Act Company or any of 1934, as amended)its agents. The Participant acknowledges that, regardless of any action taken by Neither the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability nor any Affiliate shall be responsible for all withholding any income tax, social insurancesecurity, payroll taxunemployment, fringe benefits tax, payment on account disability insurance or other tax-related items related to tax obligations that become legally due by Director in connection with any aspect of this Award, including the Participant’s participation in award of the Plan and legally applicable to Units, vesting or settlement of the Participant Units, or sale of the underlying Shares (“Tax-Related Items”). Director is solely responsible for timely reporting all income derived from the Units on Director’s personal tax return and paying all Tax-Related Items, and shall indemnify the Company or any Affiliate and hold it harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys, relating to any obligation imposed by law on the Company or any Affiliate to pay any Tax-Related Items. Notwithstanding the foregoing, in the event that the Company or any Affiliate has any obligation to withhold Tax-Related Items under any applicable law, you authorize the Company and/or an Affiliate, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related items by one or a combination of the following: (i) is and remains withholding from any cash compensation paid to you by the Participant’s responsibility and may exceed Company; or (ii) withholding from proceeds of the amount actually withheld sale of Shares delivered upon settlement of the Units, either through a voluntary sale or through a mandatory sale arranged by the Company or the Employer(on your behalf pursuant to this authorization). The Participant Director further acknowledges that the Company and/or the Employer (a1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthis Award, including, but not limited to, the grant, vesting or settlement of Restricted the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such issuance and the receipt of any dividends or and/or any dividend equivalents; and (b2) do does not commit to and are is under no obligation to structure the terms of the Restricted Share Units Award or any aspect of the Restricted Share Units to reduce or eliminate the ParticipantDirector’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 Section 4 of the Award Agreement (except if the Participant is subject Exhibit A to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended)Agreement. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantOptionee’s participation in the Plan and legally applicable to the Participant Optionee or deemed by the Company or the Employer to be an appropriate charge to the Optionee even if technically due by the Company or the Employer (“Tax-Related Items”) ), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Optionee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Restricted Shares Unitsthe Option, the issuance of shares of Class B Common Stock upon exercise of the Option, the subsequent sale of Shares shares of Class B Common Stock acquired pursuant to the Restricted Share Unit such issuance and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant Optionee has become subject to tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, the Participant Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 6557803-v18\GESDMS Prior to any relevant taxable or tax tax-withholding event, as applicable, the Participant Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: : (i) requiring a cash payment from the Participant; (ii1) withholding from the ParticipantOptionee’s wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer, ; (iii2) withholding from the proceeds of the sale of Shares shares of Class B Common Stock acquired pursuant to upon exercise of the Restricted Share Units, Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantOptionee’s behalf pursuant to this authorization without further consentauthorization); or (iv3) withholding from in shares to be issued upon exercise of the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable lawOption. Depending on the withholding methodTo avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares, for tax purposes, the Optionee is deemed to have been issued the full number of Shares shares subject to the vested Restricted Shares Unitsexercised Option, notwithstanding that a number of the Shares is shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Optionee’s participation in the Plan. Finally, the Participant Optionee shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the ParticipantOptionee’s participation in the Plan that cannot be are not, in the discretion of the Company or the Employer, satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares shares of Class B Common Stock, if the Participant Optionee fails to comply with his or her the Optionee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe RSUs, including, but not limited to, the grant, vesting or settlement of Restricted Shares Unitsthe RSUs, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such settlement and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, by the Participant’s acceptance of the RSUs, the Participant authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on the Participant’s behalf a whole number of Shares from those Shares issued to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items or if settled in cash, by withholding a portion of the cash payment amount otherwise payable upon settlement of the RSUs. In the event withholding by sale of Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, the Participant authorizes the Company and/or the Employer, or their its respective agents, at their discretion, agents to satisfy their withholding the obligations with regard to all Tax-Related Items by one or a combination withholding in Shares to be issued upon settlement of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable lawRSUs. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Shares UnitsRSUs, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer Employer, any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Shares, the cash equivalent or the proceeds of the sale of Shares if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant Awardee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs entity to which the Participant Awardee is providing Service (the “Employer”), ) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”) ), is and remains the ParticipantAwardee’s responsibility and may exceed the any amount actually withheld by the Company or the Employer. The Participant Awardee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Restricted Shares Unitsthe Option, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such exercise and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Option to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against Further, if the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related Awardee is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant Awardee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to The Awardee authorizes the Company and/or the Employer to satisfy all Tax-Related Items. In this regardto, in the Participant authorizes sole discretion of the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items legally payable by one or a combination of the following: (i) requiring a cash payment Awardee from the Participant; (ii) withholding from the ParticipantAwardee’s wages or other cash compensation paid to the Participant Awardee by the Company and/or the Employer, (iii) withholding within legal limits, or from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Unitsshares of Common Stock. Alternatively, either through a voluntary sale or through a mandatory sale arranged by in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that the Awardee acquires to meet the withholding obligation for Tax-Related Items (on the ParticipantAwardee’s behalf pursuant to this authorization without further consentauthorization); , (iv2) withholding withhold from proceeds of the Shares subject to Restricted Share Units; sale of shares of Common Stock acquired upon exercise of the Option and/or (v3) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Notwithstanding the foregoing, if the Awardee is an officer of the Company within the meaning of the Exchange Act, the Company shall not have discretion to withhold in shares of Common Stock, as set forth under alternative (3) above; any other method of such share withholding determined shall be approved by the Company and permitted by applicable lawAdministrator. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Awardee will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share Common Stock equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, the Awardee is deemed to have been issued the full number of Shares subject to the vested Restricted Shares Unitsexercised Option, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall Awardee agrees to pay to the Company and/or or the Employer Employer, any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the ParticipantAwardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if the Participant Awardee fails to comply with his or her the Awardee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This Notwithstanding any contrary provision replaces paragraph 6 of this Award Agreement, no Shares of Restricted Stock may be released from the Award Agreement escrow established pursuant to Section 2, unless and until satisfactory arrangements (except if as determined by the Administrator) will have been made by Participant is subject with respect to the shortpayment of Tax-swing profit rules of Section 16(b) of Related Items which the Securities Exchange Act of 1934, as amended)Company determines must be withheld with respect to such Shares. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Parent or Subsidiary that employs the employing or retaining Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) Items is and remains the Participant’s sole responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these the Restricted Shares UnitsStock, including, but not limited to, the grant, vesting or settlement release from escrow of the Shares of Restricted Stock, the filing of an election under Section 83(b) of the Code (the “83(b) Election”) with respect to the Shares Unitsof Restricted Stock, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit this Award Agreement and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Stock to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior The Administrator, in its sole discretion and pursuant to any relevant taxable such procedures as it may specify from time to time, may permit or tax withholding event, as applicable, the require Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all such Tax-Related Items. In this regard, the Participant authorizes in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company and/or withhold otherwise deliverable Shares, (c) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the EmployerCompany may determine in its sole discretion (whether through a broker or otherwise) and without further consent from Participant, (d) electing to have the Company or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment Employer withhold from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid payable to the Participant by the Company and/or the EmployerParticipant, or (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (ve) any other method of withholding determined by the Company and permitted by applicable lawApplicable Laws and the Plan. Depending on To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any withholding methodobligations or rights with regard to Tax-Related Items by means of method (b) above and, until determined otherwise by the Company, this will be the method by which such withholding obligations or rights with regard to Tax-Related Items are satisfied; provided, however, that if Participant is a Section 16 officer of the Company under the Exchange Act, the Company will, in all cases, satisfy any Tax-Related Items by means of method (b) above, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by one or a combination of the other methods above. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable ratesin Participant’s jurisdiction(s). In the event of over-withholding, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) equivalent in Shares), or, if not refunded, the Participant may be able to seek a refund from the local tax authorities. In the event of under-withholding, Participant may be required to pay additional Tax-Related Items directly to the applicable tax authority. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Shares UnitsStock, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, If Participant fails to make satisfactory arrangements for the Participant shall pay to the Company and/or the Employer payment of any amount of Tax-Related Items that hereunder at the Company and/or time any applicable Shares of Restricted Stock otherwise are scheduled to vest pursuant to Sections 3 or 4, at the Employer may be required to withhold time Participant files a timely 83(b) Election with the IRS, or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsItems related to the Shares of Restricted Stock otherwise are due, Participant will permanently forfeit such Shares of Restricted Stock and any right to receive Shares thereunder and the Shares of Restricted Stock will be returned to the Company at no cost to the Company. Participant understands that Section 83 of the Code taxes as ordinary income the difference between the purchase price, if any, of the Shares and the Fair Market Value of the Shares as of each vesting date. If Participant is a U.S. taxpayer, Participant understands that Participant may elect, for purposes of U.S. tax law, to be taxed at the time the Shares are granted rather than when such Shares vest by filing an 83(b) Election with the IRS within thirty (30) days from the Grant Date of the Award of Shares of Restricted Stock. A sample form for making this 83(b) Election is attached as Exhibit A-1 hereto.

Responsibility for Taxes. This Notwithstanding any contrary provision replaces paragraph 6 of the Award Agreement Agreement, no certificate representing the Shares will be issued to Participant unless and until satisfactory arrangements (except if as determined by the Administrator) will have been made by Participant is subject with respect to the short-swing profit rules payment of Section 16(b) of the Securities Exchange Act of 1934income, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income taxemployment, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) which the Company or the Parent or Subsidiary employing or retaining Participant (the “Employer”) determines must be withheld with respect to the Restricted Stock Units or any Shares issued upon vesting. In this regard, Participant acknowledges and agrees that: (i) Participant is ultimately responsible for all Tax-Related Items and remains the Participant’s responsibility and liability for Tax-Related Items may exceed the amount actually withheld by the Company or and/or the Employer. The Participant further acknowledges that , if any; (ii) the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these the Restricted Shares Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Shares Stock Units, the subsequent sale of Shares acquired pursuant to upon vesting of the Restricted Share Unit Stock Units and the receipt of any dividends or dividend equivalents; and dividends; (biii) the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that ; (iv) the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction if Participant is subject to tax in more than one jurisdiction. Prior ; and (v) if Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items at the time of any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid no cost to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsCompany.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges You acknowledge that, regardless of any action taken by the Company Rockwell Automation or, if different, the Subsidiary that employs the Participant for which you provide continuous service (the “Employer”), the ultimate liability for all income tax, social insuranceinsurance contributions, payroll tax, fringe benefits tax, payment on account or account, and other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”) is and remains the Participant’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company Rockwell Automation or the Employer. The Participant You further acknowledges acknowledge that the Company Rockwell Automation and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Options, including, but not limited to, the grant, vesting earning or settlement exercise of Restricted Shares Unitsthe Options, the subsequent sale of Shares Stock acquired pursuant to the Restricted Share Unit such exercise and the receipt of any dividends or dividend equivalents; other distributions paid on the Option Stock, and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Options to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the CompanyFurther, the Employer or any other Subsidiary, or their respective board, officers or employees related if you are subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge that the Company Rockwell Automation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax tax-withholding event, as applicable, the Participant will pay or you agree to make adequate arrangements satisfactory to the Company Rockwell Automation and/or the Employer to satisfy any withholding obligations Rockwell Automation and/or the Employer may have for all Tax-Related Items. In this regard, the Participant authorizes the Company you authorize Rockwell Automation and/or the Employer, or their respective agentsagents including Xxxxxxx Xxxxxx, at their discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: : (i) requiring a cash payment from the Participant; (iia) withholding from the Participant’s wages or other cash compensation paid payable to the Participant you by the Company and/or Rockwell Automation or the Employer, ; (iiib) withholding from the proceeds of the sale of Shares acquired pursuant Option Stock to be issued upon exercise of the Restricted Share Units, Options either through a voluntary sale or through a mandatory sale arranged by the Company Rockwell Automation (on the Participant’s your behalf pursuant to this authorization without further consent); (c) deducting such Tax-Related Items from any payment to be made or shares of Option Stock to be delivered by Rockwell Automation or Xxxxxxx Xxxxxx under the Plan; (d) requiring you (or any other person entitled to exercise the Options) to pay to Rockwell Automation or Xxxxxxx Xxxxxx an amount sufficient to provide for any such Tax-Related Items; or (iv) withholding from the Shares subject to Restricted Share Units; and/or (ve) any other method acceptable to Rockwell Automation and permitted under the Plan and applicable laws. Notwithstanding the foregoing, if you are subject to Section 16 of the Exchange Act, any withholding determined of Option Stock to satisfy applicable Tax-Related Items shall be approved in advance by the Company and permitted by applicable lawCommittee or the Board. Depending on Rockwell Automation and/or the withholding method, the Company Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable ratesin your jurisdiction(s), in which case the Participant you may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalentequivalent amount in Option Stock. By your acceptance of this Stock Option Agreement, you agree (for yourself and on behalf of any other person who becomes entitled to exercise the Options) or, that if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation Rockwell Automation or Xxxxxxx Xxxxxx elects to require you (or such other person) to remit an amount sufficient to pay such withholding obligations for Tax-Related Items is satisfied by withholding in Sharespursuant to Section 5(d) above, you (or such other person) must remit that amount within two (2) business days after the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number completion of the Shares Option exercise. If such payment is held back solely for not made, Rockwell Automation, in its discretion, shall have the purpose same right of paying set-off with respect to payment of the Tax-Related ItemsItems in connection with the exercise of the Option as provided under Section 3(e) herein with respect to payment of the award price. Finally, the Participant shall You agree to pay to the Company and/or Rockwell Automation or the Employer any amount of Tax-Related Items that the Company and/or Rockwell Automation or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. The Company Rockwell Automation may refuse to issue or deliver the Shares Option Stock or the proceeds of the sale of Shares Stock if the Participant fails you fail to comply with his or her your obligations in connection with the for Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Company’s Parent or Subsidiary that employs employing or retaining Participant with respect to any or all tax, social insurance and social security liability under Applicable Laws in connection with Participant’s participation in the Plan, this Option, and the related Shares, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes, (b) Participant’s and, to the extent required by the Company (or the Company’s Parent or Subsidiary employing or retaining Participant), fringe benefit tax liability, if any, of the Company (or the Company’s Parent or Subsidiary employing or retaining Participant) associated with the grant, vesting, or exercise of the Option, or sale of or other disposition with respect to the related Shares, and (c) all other taxes or social insurance or social security liabilities or premium with respect to which Participant has, or has agreed to bear, responsibility (the “EmployerTax-Related Items”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) Items is and remains the Participant’s responsibility and may exceed the amount actually (if any) withheld by the Company or, if different, the Company’s Parent or the EmployerSubsidiary employing or retaining Participant. The Participant further acknowledges that the Company and/or and/or, if different, the Employer Company’s Parent or Subsidiary employing or retaining Participant (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Option, including, but not limited to, the grant, vesting vesting, exercise, assignment, release or settlement cancellation of Restricted Shares Unitsthe Option, the subsequent sale or other disposition of Shares acquired pursuant to the Restricted Share Unit such exercise and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related becomes subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or and/or, if different, the Employer Company’s Parent or Subsidiary employing or retaining Participant (or former employerthe Company’s Parent or Subsidiary formerly employing or retaining Participant, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant will pay or agrees to make adequate arrangements satisfactory to the Company and/or and/or, if different, the Employer Company’s Parent or Subsidiary employing or retaining Participant to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or and/or, if different, the EmployerCompany’s Parent or Subsidiary employing or retaining Participant, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (iiA) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or and/or, if different, the Employer, Company’s Parent or Subsidiary employing or retaining Participant; (iiiB) withholding from the proceeds of the sale or other disposition of Shares acquired pursuant to at exercise of the Restricted Share Units, Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (ivC) withholding from in Shares to be issued upon exercise of the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable lawOption. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Shares UnitsExercised Shares, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or or the Employer Company’s Parent or Subsidiary employing or retaining Participant any amount of Tax-Related Items that the Company and/or or the Employer Company’s Parent or Subsidiary employing or retaining Participant may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or honor the exercise and/or to deliver the Shares or the proceeds of the sale of Shares Shares, if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges You acknowledge that, regardless of any action taken by the Company Company, or, if different, your employer or the Subsidiary that employs the Participant Affiliate to which you provide services (the “EmployerService Recipient”), the ultimate liability for all income tax (including U.S. and non-U.S. federal, state, and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to you, including any taxes under Section 409A of the Participant Code (“Section 409A”) in connection with this Award (“Tax-Related Items”) ), is and remains the Participant’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerService Recipient. The Participant You further acknowledges acknowledge that the Company and/or the Employer Service Recipient (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthis Award or the underlying shares, including, but not limited to, the grant, vesting or settlement of Restricted Shares Unitsthis Award, the subsequent sale of Shares shares acquired pursuant to the Restricted Share Unit such settlement and the receipt of any dividends or dividend equivalentsDividend Equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units this Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or to achieve any particular tax result. The Participant shall not make any claim against the CompanyFurther, the Employer or any other Subsidiary, or their respective board, officers or employees related if you are subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge that the Company and/or the Employer Service Recipient (or former employerservice recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any In connection with the relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to you authorize the Company and/or and the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the EmployerService Recipient, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items legally payable by you by one or a combination of the followingfollowing methods: (i) requiring a cash payment from the Participant; (iia) withholding from the Participant’s your wages or other cash compensation paid to the Participant you by the Company and/or or the EmployerService Recipient, (iii) withholding including from the Dividend Equivalents or from proceeds of the sale of Shares the shares; (b) withholding from proceeds of the sale of shares acquired pursuant to upon settlement of the Restricted Share Units, Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent); (ivc) withholding from shares to be issued to you upon settlement of the Shares subject to Restricted Share UnitsAward; and/or or (vd) any other method of withholding determined by the Company and permitted by applicable lawlaw and the Plan. Depending on The Company and/or the withholding method, the Company Service Recipient may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable ratesrates in your jurisdiction(s). If a maximum rate is used, in which case the Participant you may receive a refund of any over-withheld amount in cash from the Company or the Service Recipient (with no entitlement to the Share equivalentequivalent in shares) or, if not refunded, the Participant you may be able to seek a refund from the local tax authorities. If In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. Further, if the obligation for the Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares, for tax purposes, you will be deemed to have been issued the full number of Shares shares subject to the vested Restricted Shares UnitsAward, notwithstanding that a number of the Shares shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall You agree to pay to the Company and/or or the Employer Service Recipient any amount of Tax-Related Items that the Company and/or or the Employer Service Recipient may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously describeddescribed above. The Company may refuse to honor the vesting of the Award and/or refuse to issue or deliver the Shares shares or the proceeds of from the sale of Shares the shares if the Participant fails you fail to comply with his or her your obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Options, including, but not limited to, the grant, vesting or settlement exercise of Restricted the Options, the issuance of Shares Unitsupon exercise of the Options, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such issuance and the receipt of any dividends or and/or any dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Award or any aspect of the Restricted Share Units Options to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, ; or (iii2) withholding from the proceeds of the sale of Shares acquired pursuant to upon exercise of the Restricted Share Units, Options either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization); or (iv3) withholding from in Shares to be issued upon exercise of the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable lawOptions. Depending on the withholding methodTo avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Shares Unitsexercised Options, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Items due as a result of any aspect of the Participant’s participation in the Plan. (c) Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Units, including, but not limited to, the grant, vesting or settlement of Restricted Shares Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units or any aspect of the Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the followingby: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-over- withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This Notwithstanding any contrary provision replaces paragraph 6 of the Award Agreement Agreement, no certificate representing the Exercised Shares will be issued to Participant unless and until satisfactory arrangements (except if as determined by the Administrator) will have been made by Participant is subject with respect to the short-swing profit rules payment of Section 16(b) of the Securities Exchange Act of 1934income, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income taxemployment, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) which the Company or the Parent or Subsidiary employing or retaining Participant (the “Employer”) determines must be withheld with respect to the Option or the Exercised Shares. In this regard, Participant acknowledges and agrees that: (i) Participant is ultimately responsible for all Tax-Related Items and remains the Participant’s responsibility and liability for Tax-Related Items may exceed the amount actually withheld by the Company or and/or the Employer. The Participant further acknowledges that , if any; (ii) the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Restricted Shares Unitsthe Option, the subsequent sale of Shares acquired pursuant to upon exercise of the Restricted Share Unit Option and the receipt of any dividends or dividend equivalents; and dividends; (biii) the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that ; (iv) the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior jurisdiction if Participant is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to ; and (v) the Company and/or may refuse to honor the Employer Option exercise and refuse to satisfy all Tax-Related Items. In this regard, deliver any Shares pursuant to such exercise if Participant fails to make satisfactory arrangements for the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all payment of any Tax-Related Items by one or a combination hereunder at the time of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Itemsexercise.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company orCompany, if different, any of its Affiliates or the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerAffiliate. The Participant further acknowledges that the Company and/or the Employer any Affiliate (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Restricted Shares Unitsthe Option, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such exercise and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or or the Employer Affiliate an amount equal to, or will make arrangements acceptable to the Company and the Affiliate to satisfy all any withholding obligation with respect to the Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employerits Affiliates, or their respective agents, at their discretion, to satisfy their any withholding obligations obligation with regard respect to all the Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid payable to the Participant by the Company and/or the Employer, Affiliate; (iiiii) withholding from the proceeds of the sale of Shares acquired pursuant to upon exercise of the Restricted Share Units, Option (either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentsale); or (iviii) withholding from in Shares to be issued upon exercise of the Shares subject Option; provided, however, that if the Participant is an Officer, the Committee (as constituted to Restricted Share Units; and/or (vsatisfy Rule 16b-3 of the Exchange Act) any other method shall approve the use of withholding determined by in Shares to the Company and permitted by applicable law. extent necessary or desirable to exempt the transaction under Rule 16b-3 of the Exchange Act. (c) Depending on the withholding method, the Company may or the Affiliate may, if necessary, withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including up to maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedShares as described in (iii) above, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Shares Unitsexercised portion of the Option, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Items due as a result of any aspect of the Participant’s participation in the Plan. (d) Finally, the Participant shall agrees to pay to the Company and/or or the Employer Affiliate any amount of Tax-Related Items that the Company and/or or the Employer Affiliate may be required to withhold or account for as a result of the Participant’s participation in the Plan or the vesting and exercise of the Option that cannot be satisfied by the means previously described. The Company or the Affiliate may refuse to honor the exercise or refuse to issue or deliver the Shares or the proceeds of the sale of Shares if unless and until the Participant fails to comply with his or her obligations in connection has complied with the obligations related to Tax-Related ItemsItems described in this Section 6.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”)Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Participant further acknowledges that the Company and/or the Employer (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement of Restricted Shares Unitsthe Award, the subsequent sale of Shares shares of Stock acquired pursuant to the Restricted Share Unit Award and the receipt of any dividends or dividend equivalentsDividend Equivalents; and (b) do does not commit to and are is under no obligation to structure the terms of the Restricted Share Units Award or any aspect of the Restricted Share Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the EmployerCompany, or their respective its agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the followingby: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the EmployerCompany, (iii) withholding from the proceeds of the sale of Shares Stock acquired pursuant to the Restricted Share UnitsAward, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares shares of Stock subject to the Restricted Share Stock Units; and/or (v) any other method , provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Participant may elect the form of withholding determined by from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely election, the Company and permitted by applicable lawwill withhold in shares of Stock, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax‑Related Items. Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of Shares shares of Stock subject to the vested Restricted Shares Stock Units, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or Stock, the proceeds of the sale of Shares Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”)) or the Trustee, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employerresponsibility. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement payment A-3 of Restricted Shares Unitsthe RSUs, the issuance of Shares, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units RSUs or any aspect of the Restricted Share Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy fulfill all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding i)withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii)requiring the Participant to tender payment in cash, check or wire transfer of the Tax-Related Items to the Company, the Employer or the Trustee; (iii) withholding iii)withholding from the proceeds of the sale of Shares acquired pursuant to upon payment of the Restricted Share Units, RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv)withholding Shares to be issued upon payment of the RSUs (“net-share withholding”), provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then applicable withholding obligations for Tax-Related Items will be settled by withholding Shares in accordance with this subsection (iv) or, alternatively, the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from the Shares subject to Restricted Share Unitsalternatives (i)-(iii) herein; and/or (v) any v)any other method of withholding determined by the Company and permitted by applicable law. . (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or amounts or, to the extent permitted under the Plan, other applicable withholding rates, including maximum applicable rates, rates in the Participant’s jurisdiction(s) in which case the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for purposes of calculating the Tax-Related Items and determining the number of Shares that have been delivered in accordance with Section 2.5 above, the Participant is deemed, for tax purposes, will be deemed to have been issued the full number of Shares subject to the vested Restricted Shares UnitsRSUs, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Finally, the . (d) The Participant shall pay agrees to indemnify the Company and/or its affiliates and/or the Employer Trustee and hold them harmless against and from any amount of and all liability for any such Tax-Related Item or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such Tax-Related Items that from any payment made to the Participant for which the Participant is responsible. The Company and/or shall not be obligated to deliver any new certificate representing Shares to the Employer may be required to withhold Trustee, the Participant or account for as a result of the Participant’s participation legal representative or to enter such Shares in book A-4 entry form unless and until the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Participant or the proceeds Participant’s legal representative shall have paid or otherwise satisfied in full the amount of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the all Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary Affiliate that employs the Participant (the “"Employer”"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s 's participation in the Plan and legally applicable to the Participant (“"Tax-Related Items”") is and remains the Participant’s 's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement of Restricted Shares Unitsthe Award, the subsequent sale of Shares shares of Stock acquired pursuant to the Restricted Share Unit Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Award or any aspect of the Restricted Share Units Award to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax Tax Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the followingby: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s 's wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares Stock acquired pursuant to the Restricted Share UnitsAward, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s 's behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares shares of Stock subject to the Restricted Share Stock Units; and/or (v) any other method , provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Participant may elect the form of withholding determined by from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely election, the Company and permitted by applicable law. Depending on will withhold in shares of Stock, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding method, the obligations for Tax‑Related Items.. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of Shares shares of Stock subject to the vested Restricted Shares Stock Units, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Stock or the proceeds of the sale of Shares Stock if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”)Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan or the grant, vesting or exercise of the Option (or any portion thereof) and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Participant further acknowledges that the Company and/or the Employer (ai) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement exercise of Restricted Shares Units, the Award or the subsequent sale of Shares acquired pursuant to upon exercise of the Restricted Share Unit and the receipt of any dividends or dividend equivalentsAward; and (bii) do does not commit to and are is under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to . (b) Upon the vesting, exercise and/or settlement of the Award (or as of the date of any relevant taxable or tax withholding event, as applicabledate or other date on which the value of the Award otherwise become includible in the Participant’s gross income for tax purposes) (the “Tax Withholding Date”), the Participant will shall be required to pay or make adequate arrangements satisfactory to the Company, and the Company and/or shall have the Employer right to satisfy all deduct from any compensation payable to the Participant, the amount of any applicable federal, state, local and foreign Tax-Related ItemsItems that the Company determines must be withheld with respect to the Award (the “Tax Withholding Obligations”). In this regard, unless otherwise determined by the Committee, the Tax Withholding Obligations shall be satisfied by the Company withholding, in accordance with Section 16(e) of the Plan, from the number of Shares otherwise issuable upon the exercise or settlement of the Award, a portion of such Shares having an aggregate Fair Market Value equal to the amount of the applicable Tax Withholding Obligations. Notwithstanding the foregoing, the Participant agrees and authorizes the Company and/or the EmployerCompany, or their its respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination any applicable Tax Withholding Obligations in respect of the followingAward by any of the following means, as may be determined by the Committee (or its delegate) in its discretion from time to time: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company; (ii) requiring the Participant to remit the aggregate amount of such Tax Withholding Obligations to the Company and/or in full, in cash or by check, bank draft or money order payable to the Employer, order of the Company; (iii) withholding from through a procedure whereby the Participant delivers irrevocable instructions to a broker designated by the Committee to sell Shares obtained upon exercise or settlement of the Award and to deliver promptly to the Company an amount of the proceeds of the such sale of Shares acquired pursuant equal to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by amount of the Company Tax-Related Items (on the Participant’s behalf pursuant to this authorization without further consent“sell-to-cover”); (iv) withholding from by a “net settlement” procedure under which the Company reduces the number of Shares subject to Restricted Share Unitsissued on exercise or settlement of the Award by the number of Shares with an aggregate fair market value that equals the amount of the Tax Withholding Obligations; and/or or (v) any other method of withholding determined by the Company Committee and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the . (c) The Participant may receive a refund of any over-withheld amount in cash (with no entitlement agrees to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously describeddescribed in section 9(b). The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares UnitsSpecial Retention Awards, including, but not limited to, the grant, vesting or settlement of Restricted Shares UnitsSpecial Retention Awards, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Special Retention Awards or any aspect of the Restricted Share Units Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share UnitsSpecial Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share UnitsSpecial Retention Awards; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares UnitsSpecial Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges You acknowledge that, regardless of any action taken by the Company Corporation or, if different, the Subsidiary that employs the Participant for which you provide continuous service (the “Employer”), the ultimate liability for all income tax, social insuranceinsurance contributions, payroll tax, fringe benefits tax, payment on account or account, and other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”) is and remains the Participant’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company Corporation or the Employer. The Participant You further acknowledges acknowledge that the Company Corporation and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Performance Shares, including, but not limited to, the grant, vesting earning or settlement of Restricted Shares Unitsthe Performance Shares, the subsequent sale of Shares Stock acquired pursuant to the Restricted Share Unit such settlement and the receipt of any dividends or dividend equivalents; other distributions paid on the Stock, and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Performance Shares to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the CompanyFurther, the Employer or any other Subsidiary, or their respective board, officers or employees related if you are subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge that the Company Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding the foregoing, if you are subject to Section 16 of the Exchange Act, any withholding of shares of Stock to satisfy applicable Tax-Related Items shall be approved in advance by the Committee or the Board. Prior to any relevant taxable or tax tax-withholding event, as applicable, the Participant will pay or you agree to make adequate arrangements satisfactory to the Company Corporation and/or the Employer to satisfy any withholding obligations the Corporation and/or the Employer may have for all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company Corporation and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: : (i) requiring a cash payment from the Participant; (iia) withholding from the Participant’s wages or other cash compensation paid payable to the Participant you by the Company and/or Corporation or the Employer, including from any cash payable as part of the Performance Share Payout; (iiib) withholding from the proceeds of the sale of Shares acquired pursuant any Stock to be issued as part of the Restricted Performance Share Units, Payout either through a voluntary sale or through a mandatory sale arranged by the Company Corporation (on the Participant’s your behalf pursuant to this authorization without further consent); and (iv) withholding from the Shares subject to Restricted Share Units; and/or (vc) any other method of withholding determined by acceptable to the Company Corporation and permitted by under the Plan and applicable lawlaws. Depending on The Corporation and/or the withholding method, the Company Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable ratesin your jurisdiction(s), in which case the Participant you may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent amount in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, You agree to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or Corporation or the Employer any amount of Tax-Related Items that the Company and/or Corporation or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. The Company Corporation may refuse to issue or deliver the Shares Stock or the proceeds of the sale of Shares Stock if the Participant fails you fail to comply with his or her your obligations for Tax-Related Items. The Corporation may cause a portion of the Performance Share Payout to occur prior to the time such Performance Shares would otherwise be payable as described in connection Section 1 above in order to satisfy any Tax-Related Items that arise prior to the date of delivery of the Performance Shares described in Section 2 above; provided that to the extent necessary to avoid a prohibited distribution under Section 409A, the number of Performance Shares so accelerated shall be with respect to a number of shares with a value that does not exceed the liability for the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Tax- Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Units, including, but not limited to, the grant, vesting or settlement of Restricted Shares Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units or any aspect of the Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant Team Member acknowledges that, regardless of any action taken by the Company or, if different, or the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantTeam Member’s participation in the Plan and legally applicable to Team Member (the Participant (“Tax-Related Items”) is and remains the ParticipantTeam Member’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Team Member further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe RSUs, including, including but not limited to, the grant, vesting or settlement of Restricted Shares Unitsthe RSUs, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such settlement and the receipt of any dividends or dividend equivalentspaid on such Shares; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units RSUs to reduce or eliminate the ParticipantTeam Member’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the CompanyFurther, the Employer or any other Subsidiary, or their respective board, officers or employees related if Team Member is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant Team Member acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will Team Member agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Team Member authorizes the Company and/or the Employer, or Employer and their respective agents, at their discretion, to satisfy their any withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (iia) withholding from the ParticipantTeam Member’s wages or other cash compensation paid to the Participant Team Member by the Company and/or the Employer, ; (iiib) withholding from the proceeds of the sale of Shares acquired pursuant to upon vesting of the Restricted Share Units, RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantTeam Member’s behalf pursuant to this authorization authorization, without further consent); (ivc) withholding Shares to be issued upon vesting of the RSUs; or (d) any method determined by the Committee to be in compliance with applicable laws; provided, however, that if Team Member is a Section 16 officer of the Company under the Exchange Act, then the Committee shall establish the method of withholding from alternatives (a)-(d) herein, and if the Committee does not exercise its discretion prior to the Tax-Related Items withholding event, then Team Member shall be entitled to elect the method of withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable lawalternatives above. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant Team Member may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share common stock equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, Team Member is deemed to have been issued the full number of Shares subject to the vested Restricted Shares UnitsShares, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall Team Member agrees to pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the ParticipantTeam Member’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse shall have no obligation to issue make any payment in any form under this Agreement or deliver the Shares under any RSU or the proceeds of the sale of Shares if the Participant fails to comply with his or her Dividend Equivalent issued in accordance herewith, unless and until such tax obligations in connection with the Tax-Related Itemshave been satisfied.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company orand/or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant, or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (collectively, “Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe grant of Purchase Rights, including, including but not limited to, the grant, vesting or settlement purchase of Restricted Shares Unitsshares of Stock, the subsequent sale of Shares shares of Stock acquired pursuant to under the Restricted Share Unit and Plan or the receipt of any dividends or dividend equivalents; dividends, and (b2) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant of the Purchase Rights or any aspect of the Restricted Share Units Participant’s Plan participation to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant the taxable or tax withholding event, as applicable, the Participant will agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their any withholding obligations with regard to for all applicable Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s any wages or other cash compensation paid to the Participant by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, the Participant authorizes the Company and/or the Employer, or their respective agents, to (iiii) withholding withhold from the proceeds of the sale of Shares shares of Stock acquired pursuant to by the Restricted Share UnitsParticipant upon purchase, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization authorization, without further consent); , or (ivii) withhold shares of Stock to be issued upon purchase, provided, however, that withholding from the Shares in shares shall be subject to Restricted Share Units; and/or (v) any other method of withholding determined approval by the Company and permitted Compensation Committee to the extent deemed necessary or advisable by applicable law. Depending on the withholding method, counsel to the Company at the time of any relevant tax withholding event. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable ratesin the 170796974-v13\NA_DMS Participant’s jurisdiction(s). In the event of over-withholding, in which case the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the Share equivalent) orequivalent in Stock), or if not refundedrefunded by the Company, the Participant may must seek a refund from the local tax authoritiesauthorities to the extent Participant wishes to recover the over-withheld amount in the form of a refund; provided, however, that where the application of such maximum rates would, in the Company’s determination, result in adverse accounting consequences to the Company, the Company shall withhold only amounts sufficient to meet the minimum statutory Tax-Related Items required to be withheld or remitted with respect to the Participant’s participation in the Plan. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares of Stock, for tax purposes, the Participant is deemed to have been issued the full number of Shares shares of Stock subject to the vested Restricted Shares Unitspurchase, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Participant’s participation in the Plan. Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue purchase or deliver the Shares shares or the proceeds of the sale of Shares shares of Stock, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This Notwithstanding any contrary provision replaces paragraph 6 of this Award Agreement, no certificate representing the Award Agreement Shares of Restricted Stock may be released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (except if as determined by the Administrator) will have been made by Participant is subject with respect to the short-swing profit rules payment of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the insurance and social security liability under Applicable Laws in connection with Participant’s participation in the Plan Plan, this Award of Restricted Stock Units, and legally the related Shares, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes, (b) Participant’s and, to the extent required by the Company, fringe benefit tax liability, if any, of the Company associated with the grant, vesting, or delivery of Shares of the Restricted Stock, or sale of or other disposition with respect to the related Shares, and (c) all other taxes or social insurance or social security liabilities or premium with respect to which Participant has, or has agreed to bear, responsibility (“Tax-Related Tax‑Related Items”). Participant acknowledges and agrees that: (i) Participant is ultimately responsible for all Tax‑Related Items and remains the Participant’s responsibility and liability for Tax‑Related Items may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that Company, if any; (ii) the Company and/or the Employer (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Tax‑Related Items in connection with any aspect of these this Award of Restricted Shares UnitsStock, including, but not limited to, the grantgrant or vesting of the Restricted Stock, vesting or settlement the release of Restricted Shares Unitsfrom the escrow established pursuant to Section 2, the subsequent sale of such Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalents; and dividends; (biii) do the Company does not commit to and are is under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the this Award of Restricted Share Units Stock to reduce or eliminate the Participant’s liability for Tax-Related Tax‑Related Items or achieve any particular tax result. The ; (iv) the Company may be required to withhold or account for Tax‑Related Items in more than one jurisdiction if Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become is subject to tax in more than one jurisdiction, ; and (v) if Participant fails to make satisfactory arrangements for the Participant acknowledges that payment of any required Tax‑Related Items hereunder at the Company and/or the Employer time any applicable Shares of Restricted Stock otherwise are scheduled to vest pursuant to Sections 3 or 4 (or former employerSection 13 of the Plan) or at the time any Tax‑Related Items related to this Award of Restricted Stock are due, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory permanently forfeit such Restricted Stock and any such Shares of Restricted Stock will be returned to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid no cost to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsCompany.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares UnitsShare Units or the Replacement Award, including, but not limited to, the grant, vesting or settlement of Restricted Shares UnitsShare Units or cash, the subsequent sale of any Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units or Replacement Award or any aspect of the Restricted Share Units or Replacement Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: : (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, including pursuant to this Award, (iii) withholding from the proceeds of the sale of any Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Share Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Shares, cash or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these the Restricted Shares Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of Restricted the Performance RSUs, the issuance of Shares Unitsin settlement of the Performance RSUs, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit at vesting and the receipt of any dividends or and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Award or any aspect of the Restricted Share Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, at in their discretionsole discretion and without any notice to or additional authorization by the Participant, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: : (i) requiring a cash payment from the Participant; (iia) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, ; or (iiib) withholding from the proceeds of the sale of Shares acquired pursuant to issued in settlement of the vested Restricted Share Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (ivc) withholding from in whole Shares to be issued in settlement of the Shares subject vested Restricted Stock Units the fair market value of which (determined by reference to Restricted Share Units; and/or (vthe closing price of the Common Stock on the principal exchange on which the Common Stock trades on the date the withholding obligation arises, or if such date is not a trading date, on the preceding trading date) any other method of is equal to the aggregate withholding obligation as determined by the Company and/or the Employer with respect to such Award, provided, however that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and permitted by applicable law(b) above. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share Common Stock equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to underlying the vested Restricted Shares UnitsPerformance RSUs, notwithstanding that a number of the Shares is held back solely for the 3 of 16 purpose of paying the Tax-Related ItemsItems due as a result of the Participant’s participation in the Plan. In the event the Tax-Related Items withholding obligation would result in a fractional number of Shares to be withheld by the Company, such number of Shares to be withheld shall be rounded up to the next nearest number of whole Shares. If, due to rounding of Shares, the value of the number of Shares retained by the Company pursuant to this provision is more than the amount required to be withheld, then the Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Participant. Finally, the Participant shall is required to pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”)) or the Trustee, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employerresponsibility. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement payment of Restricted Shares Unitsthe PSUs, the issuance of Shares, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units PSUs or any aspect of the Restricted Share Units PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy fulfill all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: : (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii) requiring the Participant to tender payment in cash, check or wire transfer of the Tax-Related Items to the Company, the Employer or the Trustee; (iii) withholding from the proceeds of the sale of Shares acquired pursuant to upon payment of the Restricted Share Units, PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); ; (iv) withholding Shares to be issued upon payment of the PSUs (“net-share withholding”), provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then applicable withholding obligations for Tax-Related Items will be settled by withholding Shares in accordance with this subsection (iv) or, alternatively, the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from the Shares subject to Restricted Share Unitsalternatives (i)-(iii) herein; and/or and/or (v) any other method of withholding determined by the Company and permitted by applicable law. . (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or amounts or, to the extent permitted under the Plan, other applicable withholding rates, including maximum applicable rates, rates in the Participant’s jurisdiction(s) in which case the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for purposes of calculating the Tax-Related Items and determining the number of Shares that have been delivered in accordance with Section 2.5 above, the Participant is deemed, for tax purposes, will be deemed to have been issued the full number of Shares subject to the vested Restricted Shares UnitsPSUs, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Finally, the . (d) The Participant shall pay agrees to indemnify the Company and/or its affiliates and/or the Employer Trustee and hold them harmless against and from any amount of and all liability for any such Tax-Related Item or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such Tax-Related Items that from any payment made to the Participant for which the Participant is responsible. The Company and/or shall not be obligated to deliver any new certificate representing Shares to the Employer may be required to withhold Trustee, the Participant or account for as a result of the Participant’s participation legal representative or to enter such Shares in book entry form unless and until the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Participant or the proceeds Participant’s legal representative shall have paid or otherwise satisfied in full the amount of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the all Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant or Participant’s Employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The parties agree that taxes imposed under Section 409A of the Code do not constitute “Tax-Related Items” and that no inferences should be drawn from this Agreement with respect to liability for paying any taxes due under Section 409A. Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares the Units, including, but not limited to, the grant, vesting or settlement of Restricted the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such issuance and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant tax withholding event, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, if Participant is not subject to Section 16 of the Exchange Act, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, ; (iiiii) withholding from the proceeds of the sale of Shares acquired pursuant to upon settlement of the Restricted Share Units, Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization); (iii) withholding in Shares to be issued upon settlement of the Units; or (iv) withholding from requiring Participant to pay, by cash or certified check, the Shares amount necessary to satisfy Participant’s obligations with regard to Tax-Related Items. Notwithstanding the foregoing, if Participant is subject to Restricted Share Section 16 of the Exchange Act, such Participant may satisfy the obligations with regard to Tax-Related Items, in whole or in part, by either (i) electing to have the Company withhold in Shares to be issued upon settlement of the Units; and/or or (vii) paying, by cash or certified check, the amount necessary to satisfy such Participant’s obligations with regard to Tax-Related Items. In any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding methodcase, to avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of Participant’s participation in the Plan. Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares shares, if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company orCompany, if different, any of its Affiliates or the Subsidiary that employs the Participant Participant's employer (the “"Employer”), the ultimate liability for ") take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related tax‑related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerAffiliate. The Participant further acknowledges that the Company and/or the Employer any Affiliate (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Restricted Shares Unitsthe Option, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such exercise and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or or the Employer Affiliate an amount equal to, or will make arrangements acceptable to the Company and the Affiliate to satisfy all any withholding obligation with respect to the Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employerits Affiliates, or their respective agents, at their discretion, to satisfy their any withholding obligations obligation with regard respect to all the Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid payable to the Participant by the Company and/or the Employer, Affiliate; (iiiii) withholding from the proceeds of the sale of Shares acquired pursuant to upon exercise of the Restricted Share Units, Option (either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentsale); or (iviii) withholding from in Shares to be issued upon exercise of the Shares subject Option; provided, however, that if the Participant is an Officer, the Committee (as constituted to Restricted Share Units; and/or (vsatisfy Rule 16b-3 of the Exchange Act) any other method shall approve the use of withholding determined by in Shares to the Company and permitted by applicable law. extent necessary or desirable to exempt the transaction under Rule 16b-3 of the Exchange Act. (c) Depending on the withholding method, the Company may or the Affiliate may, if necessary, withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including up to maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedShares as described in (iii) above, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Shares Unitsexercised portion of the Option, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Items due as a result of any aspect of the Participant’s participation in the Plan. (d) Finally, the Participant shall agrees to pay to the Company and/or or the Employer Affiliate any amount of Tax-Related Items that the Company and/or or the Employer Affiliate may be required to withhold or account for as a result of the Participant’s participation in the Plan or the vesting and exercise of the Option that cannot be satisfied by the means previously described. The Company or the Affiliate may refuse to honor the exercise or refuse to issue or deliver the Shares or the proceeds of the sale of Shares if unless and until the Participant fails to comply with his or her obligations in connection has complied with the obligations related to Tax-Related ItemsItems described in this Section 6.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (a) all income taxfederal, social insurancestate, payroll tax, fringe benefits tax, payment on account and local taxes (including the Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant, (b) the Participant’s and, to the extent required by the Company (or Employer), the Company’s (or Employer’s) fringe benefit tax liability, if any, associated with the grant, vesting or settlement of the Restricted Stock Units or sale of Shares, and (c) any other Company (or Employer) taxes the responsibility for which the Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”) ), is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of these the Restricted Shares Stock Units, including, but not limited to, the grant, vesting grant or settlement of the Restricted Shares Stock Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such settlement and the receipt of any dividends or dividend equivalents; other distributions, and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is subject to tax Tax Obligations in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior If Participant fails to make satisfactory arrangements for the payment of any relevant required Tax Obligations hereunder at the time of the applicable taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company acknowledges and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items agrees that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsShares.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Options, including, but not limited to, the grant, vesting or settlement exercise of Restricted the Options, the issuance of Shares Unitsupon exercise of the Options, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such issuance and the receipt of any dividends or and/or any dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Award or any aspect of the Restricted Share Units Options to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, ; or (iii2) withholding from the proceeds of the sale of Shares acquired pursuant to upon exercise of the Restricted Share Units, Options either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.this

Responsibility for Taxes. This provision replaces paragraph 6 supplements Section 11 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). Exhibit A: The Participant acknowledges that, regardless of any action taken by hereby agrees to indemnify the Company or, if differentCompany, the Subsidiary that employs Employer and any other Affiliate and the Participant (the “Employer”), the ultimate Trustee and hold them harmless against and from any and all liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items and other amounts, or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such amounts from any payment made to the Participant. Any reference to the Company or the Employer shall include a reference to the Trustee. The Participant hereby undertakes to release the Trustee from any liability in connection with respect of any aspect of these Restricted Shares Units, including, but not limited to, action or decisions duly taken and bona fide executed in relation to the grant, vesting Plan or settlement of Restricted Shares Units, the subsequent sale of any RSUs or Shares acquired pursuant under the Plan. The Participant agrees to execute any and all documents which the Restricted Share Unit and Company or the receipt of any dividends or dividend equivalents; and (b) do not commit Trustee may reasonably determine to and are under no obligation be necessary in order to structure comply with the terms of the Restricted Share Units or any aspect of the Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax resultITO. The Participant shall not make any claim against be liable for the Employer’s components of payments to the national insurance institute, unless otherwise agreed by the Participant and allowed by applicable tax laws. Furthermore, the Participant agrees to indemnify the Company, the Employer or Employer, any other SubsidiaryAffiliate and the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon that Participant has agreed to pay, including without limitation, liabilities relating to the necessity to withhold, or their respective boardto have withheld, officers or employees related any such tax from any payment made to the Participant for which the Participant is responsible. Notwithstanding anything to the contrary in the Agreement, no Tax-Related Items arising from this Awardwill be settled by withholding Shares, unless the ITA approves otherwise in writing. FurthermoreThis section supplements Section 15(j) of Exhibit A: To the extent any covenant, if condition, or other provision of the Agreement and the rights of the Participant has become hereunder are intended to be rights granted under Section 102 and therefore determined to be subject to tax in more than one jurisdictionIsraeli law, the Participant acknowledges that the Company and/or the Employer (or former employersuch covenant, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employercondition, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination other provision of the following: (i) requiring a cash payment from Agreement shall be subject to applicable Israeli law, but shall in no way affect, impair or invalidate any other provision of the Participant; (ii) withholding from Agreement, and the Participant’s wages applicability of the Plan to such covenant, condition, or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds provision of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsAgreement.

Responsibility for Taxes. This Notwithstanding any contrary provision replaces paragraph 6 of the Award Agreement Agreement, no certificate representing the Shares will be issued to Participant unless and until satisfactory arrangements (except if as determined by the Administrator) will have been made by Participant is subject with respect to the short-swing profit rules payment of Section 16(b) of the Securities Exchange Act of 1934income, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income taxemployment, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) which the Company or the Parent or Subsidiary employing or retaining Participant (the “Employer”) determines must be withheld with respect to the Restricted Stock Units or any Shares issued upon vesting. In this regard, Participant acknowledges and agrees that: (i) Participant is ultimately responsible for all Tax-Related Items and remains the Participant’s responsibility and liability for Tax-Related Items may exceed the amount actually withheld by the Company or and/or the Employer. The Participant further acknowledges that , if any; (ii) the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these the Restricted Shares Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Shares Stock Units, the subsequent sale of Shares acquired pursuant to upon vesting of the Restricted Share Unit Stock Units and the receipt of any dividends or dividend equivalents; and dividends; (biii) the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that ; (iv) the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior jurisdiction if Participant is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, ; and (v) if Participant fails to make satisfactory arrangements for the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all payment of any Tax-Related Items by one or a combination of at the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid time any applicable Restricted Stock Units otherwise are scheduled to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired vest pursuant to Section 3 or 4 or, if later, at the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) time any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding ratesrelated to Restricted Stock Units otherwise are due, including maximum applicable rates, in which case Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay Stock Units will be returned to the Company and/or at no cost to the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsCompany.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Tax- Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares UnitsSpecial Retention Awards, including, but not limited to, the grant, vesting or settlement of Restricted Shares UnitsSpecial Retention Awards, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Special Retention Awards or any aspect of the Restricted Share Units Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share UnitsSpecial Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share UnitsSpecial Retention Awards; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable ratesin the Participant’s jurisdiction(s). In the event of overwithholding, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalentequivalent in Shares) or, if not refunded, the Participant may seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares UnitsSpecial Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This Notwithstanding any contrary provision replaces paragraph 6 of the Award Agreement Agreement, no certificate representing these Shares will be released from the escrow established pursuant to Section 2 unless and until satisfactory arrangements (except if as determined by the Administrator) will have been made by Participant is subject with respect to the short-swing profit rules payment of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by Tax Obligations which the Company or, if different, the Parent or Subsidiary that employs the employing or retaining Participant (the “Employer”)) determines must be withheld with respect to such Shares. In this regard, the ultimate Participant acknowledges and agrees that: (i) Participant is ultimately responsible for all Tax Obligations and Participant’s liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and Tax Obligations may exceed the amount actually withheld by the Company or and/or the Employer. The Participant further acknowledges that , if any; (ii) the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of these this Award of Restricted Shares UnitsStock, including, but not limited to, the grant, grant or vesting or settlement of these Shares of Restricted Shares UnitsStock, the subsequent sale of Shares acquired released from the escrow established pursuant to the Restricted Share Unit Section 2 and the receipt of any dividends or dividend equivalents; and dividends; (biii) the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the this Award of Restricted Share Units Stock to reduce or eliminate the Participant’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that ; (iv) the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction if Participant is subject to tax in more than one jurisdiction. Prior ; and (v) if Participant fails to make satisfactory arrangements for the payment of any relevant taxable Tax Obligations at the time any applicable Shares of Restricted Stock otherwise are scheduled to vest pursuant to Section 3 or tax withholding event4 or at any other time any Tax Obligations related to Shares of Restricted Stock otherwise are due, as applicable, the Participant will pay or make adequate arrangements satisfactory permanently forfeit such Shares of Restricted Stock, and such Shares of Restricted Stock will be returned to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid no cost to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsCompany.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company orCompany, if different, any of its Affiliates or the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerAffiliate. The Participant You further acknowledges acknowledge that the Company and/or the Employer Affiliate (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement of the Restricted Shares Share Units, the issuance of Shares, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such issuance and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the CompanyFurther, the Employer or any other Subsidiary, or their respective board, officers or employees related if you are subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Subject to Sections 7(c) and (d) below, your acceptance of this Agreement constitutes your instruction and authorization to your brokerage firm (or, in the absence of a designated brokerage firm, any brokerage firm determined acceptable to the Company for such purpose) to sell on your behalf the number of whole Shares from those Shares issuable to you upon settlement of the Restricted Share Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligation for Tax-Related Items. Prior Such Shares will be sold on the day the Tax-Related Items are determined or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Company and any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any relevant such sale. To the extent the proceeds of such sale exceed your Tax-Related Items, such excess cash will be deposited into the securities account established with the brokerage firm for the settlement of your Restricted Share Units. You acknowledge that the broker or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your Tax-Related Items. (c) At any time before any taxable or tax withholding event, as applicablethe Committee may, in its sole discretion, determine that the Participant Company or the Affiliate will pay or make adequate arrangements satisfactory satisfy any tax withholding obligation with respect to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination withholding Shares to be issued upon vesting of the following: Restricted Share Units. To the extent the Committee makes such a determination, you hereby authorize the Company to withhold Shares otherwise issuable upon vesting of the Restricted Share Units having a Fair Market Value on the date of vesting equal to the amount sufficient to satisfy the Tax-Related Items. (id) requiring a cash payment from In the Participant; event that, in the reasonable determination of the Company and/or its Affiliate, such tax withholding by the sale or withholding of Shares as described in Sections 7(b) and (iic) above is problematic under applicable tax or securities law or has materially adverse accounting consequences, you authorize the Company and/or the Affiliate to satisfy any applicable withholding obligation for Tax-Related Items by withholding from the Participant’s your wages or other cash compensation paid to the Participant you by the Company and/or the EmployerAffiliate, (iii) withholding from within legal limits, or by requiring you to tender a cash payment to the proceeds Company or the Affiliate in the amount of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company Tax-Related Items. (on the Participant’s behalf pursuant to this authorization without further consent); (ive) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may or an Affiliate may, if necessary, withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including up to maximum applicable rates, in which case the Participant you may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Shares. If the obligation for the Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedShares as described in Section 7(c) above, for tax purposes, you will be deemed to have been issued the full number of Shares subject to the vested Restricted Shares Share Units, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Items due as a result of your participation in the Plan. (f) Finally, the Participant shall you agree to pay to the Company and/or or the Employer Affiliate any amount of Tax-Related Items that the Company and/or or the Employer Affiliate may be required to withhold or account for as a result of the Participant’s your participation in the Plan or the vesting and settlement of the Restricted Share Units that cannot be satisfied by the means previously described. The Company or the Affiliate may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails unless and until you have complied with your obligations related to comply with his or her obligations in connection with the Tax-Related ItemsItems described in this Section 7.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Parent or Subsidiary that employs the Participant or to which Participant otherwise renders services (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable or deemed applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares the Stock Units, including, but not limited to, the grant, vesting or settlement of Restricted the Stock Units, 6728180-v4\GESDMS – May 2021 2 the issuance of Shares upon settlement of the Stock Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such issuance and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related acknowledges that if Participant is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations obligations, if any, with regard to all applicable Tax-Related Items by one or a combination of the following: : (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid payable to the Participant by the Company Company, the Employer and/or any other Parent or Subsidiary; (ii) accepting a payment from Participant in the Employerform of cash, check or wire transfer; (iii) withholding from the proceeds of the sale of Shares acquired pursuant to upon vesting/settlement of the Restricted Share Units, Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); ; (iv) withholding Shares to be issued upon vesting/settlement of the Stock Units, provided, however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then Participant may elect the form of withholding from the alternatives above in advance of any taxable or tax withholding event, as applicable, and in the absence of Participant's timely election, the Company will withhold Shares subject upon the relevant taxable or tax withholding event or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to Restricted Share Unitssatisfy any obligations for Tax Related Items; and/or or (v) any other method of withholding determined by the Company and permitted and, to the extent required by applicable lawlaw or the Plan, approved by the Committee. Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable ratesin Participant’s jurisdiction(s). In the event of over-withholding, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) equivalent in Shares, or, if not refunded, the Participant may be able to seek a refund from the local tax authorities. In the event of under-withholding, Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities. If the obligation for Tax-Related Items is satisfied by 6728180-v4\GESDMS – May 2021 3 withholding in Shares, the Participant is deemed, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Shares Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously describeddescribed in this section. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the If Participant fails to comply with his or her make satisfactory arrangements to satisfy applicable withholding obligations in connection with the for Tax-Related ItemsItems hereunder, Participant will permanently forfeit such Stock Units and any right to receive Shares thereunder and the Stock Units will be returned to the Company at no cost to the Company.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement payment of Restricted Shares Unitsthe PSUs, the issuance of Shares, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units PSUs or any aspect of the Restricted Share Units PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy fulfill all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations with regard to for all Tax-Related Items by one or a combination of the following: : (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii) requiring the Participant to tender a payment in cash, check or wire transfer of the Tax-Related Items to the Company or the Employer; (iii) withholding from the proceeds of the sale of Shares acquired pursuant to upon payment of the Restricted Share Units, PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); ; (iv) withholding Shares to be issued upon payment of the PSUs (“net-share settlement”); provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then applicable withholding obligations for Tax-Related Items will be settled by withholding Shares in accordance with this subsection (iv) or, alternatively, the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from the Shares subject to Restricted Share Unitsalternatives (i)-(iii) herein; and/or and/or (v) any other method of withholding determined by the Company and permitted by applicable law. . (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or amounts or, to the extent permitted under the Plan, other applicable withholding rates, including maximum applicable rates, rates in the Participant’s jurisdiction(s) in which case the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding Shares, for purposes of calculating the Tax-Related Items and determining the number of Shares that have been delivered in Sharesaccordance with Section 2.5 above, the Participant is deemed, for tax purposes, will be deemed to have been issued the full number of Shares subject to the vested Restricted Shares UnitsPSUs, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. . (d) The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for or any of its Affiliates take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerAffiliate. The Participant further acknowledges that the Company and/or the Employer any Affiliate (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Restricted Shares Unitsthe Option, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such exercise and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or or the Employer Affiliate an amount equal to, or will make arrangements acceptable to the Company and the Affiliate to satisfy all any withholding obligation with respect to the Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employerits Affiliates, or their respective agents, at their discretion, to satisfy their any withholding obligations obligation with regard respect to all the Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid payable to the Participant by the Company and/or the Employer, Affiliate; (iiiii) withholding from the proceeds of the sale of Shares acquired pursuant to upon exercise of the Restricted Share Units, Option (either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentsale); or (iviii) withholding from in Shares to be issued upon exercise of the Shares subject Option; provided, however, that if the Participant is an Officer, the Committee (as constituted to Restricted Share Units; and/or (vsatisfy Rule 16b-3 of the Exchange Act) any other method shall approve the use of withholding determined by in Shares to the Company and permitted by applicable lawextent necessary or desirable to exempt the transaction under Rule 16b-3 of the Exchange Act. Depending on the withholding method, the Company may or the Affiliate may, if necessary, withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including up to maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedShares as described in (iii) above, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Shares Unitsexercised portion of the Option, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for due as a result of any aspect of the Participant’s participation in the Plan that cannot be satisfied by the means previously describedPlan. The Company or the Affiliate may refuse to honor the exercise or refuse to issue or deliver the Shares or the proceeds of the sale of Shares if unless and until the Participant fails to comply with his or her obligations in connection has complied with the obligations related to Tax-Related ItemsItems described in this Section 6.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant or Participant’s Employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The parties agree that taxes imposed under Section 409A of the Code do not constitute “Tax-Related Items” and that no inferences should be drawn from this Agreement with respect to liability for paying any taxes due under Section 409A. Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these the Restricted Shares UnitsShares, including, but not limited to, the grant, vesting or settlement of the Restricted Shares, the issuance of Shares Unitsupon settlement of the Restricted Shares, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such issuance and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Shares to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant tax withholding event, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, if Participant is not subject to Section 16 of the Exchange Act, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, ; (iiiii) withholding from the proceeds of the sale of Shares acquired pursuant to upon settlement of the Restricted Share Units, Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization); (iii) withholding in Shares to be issued upon settlement of the Restricted Shares; or (iv) withholding from requiring Participant to pay, by cash or certified check, the Shares amount necessary to satisfy Participant’s obligations with regard to Tax-Related Items. Notwithstanding the foregoing, if Participant is subject to Restricted Share Units; and/or Section 16 of the Exchange Act, such Participant may satisfy the obligations with regard to Tax-Related Items, in whole or in part, by either (vi) any other method of withholding determined by electing to have the Company and permitted withhold in Shares to be issued upon settlement of the Restricted Shares; or (ii) paying, by applicable lawcash or certified check, the amount necessary to satisfy such Participant’s obligations with regard to Tax-Related Items. Depending on the withholding methodIn any case, to avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Shares UnitsShares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of Participant’s participation in the Plan. Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares shares, if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares UnitsSpecial Retention Awards, including, but not limited to, the grant, vesting or settlement of Restricted Shares UnitsSpecial Retention Awards, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Special Retention Awards or any aspect of the Restricted Share Units Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the followingby: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share UnitsSpecial Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable lawSpecial Retention Awards. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-over- withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares UnitsSpecial Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph The following provisions shall govern the allocation of responsibility between Xxxxxx and Buyer for certain Tax matters following the Closing Date: (a) From and after the Closing, Xxxxxx agrees to indemnify, defend and hold harmless each Buyer Indemnitee for any Losses attributable to: (i) Taxes imposed on any Company (or imposed on any Subsidiary of any Company) with respect to Pre-Closing Tax Periods; (ii) Taxes imposed on any of the Transferred Assets with respect to Pre-Closing Tax Periods; (iii) Taxes imposed on any Person other than a Company (or a Subsidiary of a Company) with respect to a Pre-Closing Tax Period for which such Company (or such Subsidiary) is liable under Section 1.1502-6 of the Award Agreement Treasury Regulations (except if and any similar provision of state, local or non-U.S. Law), as a transferee or successor, or by contract (including, for the Participant avoidance of doubt, any Taxes resulting from the Section 338(h)(10) Elections); and (iv) Seller’s failure to comply with Section 6.8(e); provided, however, that Seller shall have no obligation to indemnify any Buyer Indemnitee for any Losses attributable to (x) any Taxes accounted for as liabilities in Closing Date Net Working Capital or Closing Date Indebtedness, (y) Buyer Taxes, and (z) the portion of Transfer Taxes for which Buyer is responsible under Section 6.1(c). (b) From and after the Closing, Xxxxx agrees to indemnify, defend and hold harmless each Seller Indemnitee for any Losses attributable to: (i) Taxes imposed on Buyer or any Affiliate of Buyer (including any Company) with respect to Post-Closing Tax Periods; (ii) Taxes imposed on any of the Transferred Assets with respect to Post-Closing Tax Periods; (iii) Buyer Taxes; and (iv) the portion of Transfer Taxes for which Buyer is responsible under Section 6.1(c). (c) Notwithstanding anything to the contrary in this Agreement, Seller and Buyer shall each be responsible for one-half of any Transfer Taxes. (d) Seller and Buyer agree, for administrative convenience, that claims under this Section 6.1 may not be asserted until the aggregate value of such claims equals or exceeds $250,000, at which point such claims may be asserted (with all future claims subject to the short-swing profit rules same $250,000 aggregate value threshold); provided, however, that all claims outstanding on the third anniversary of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account this Agreement or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and thereafter may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Units, including, but not limited to, the grant, vesting or settlement of Restricted Shares Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units or any aspect of the Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, be asserted even if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (aggregate value of such claims does not equal or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Itemsexceed $250,000.

Responsibility for Taxes. This provision replaces paragraph 6 Director is advised to review with his or her own tax advisors the Federal, state, local and, if applicable, non-U.S. tax consequences of the Award Agreement (except if the Participant transactions contemplated by this Award. Director is subject to the short-swing profit rules of Section 16(b) relying solely on such advisors and is not relying in any part on any statement or representation of the Securities Exchange Act Company or any of 1934, as amended)its agents. The Participant acknowledges that, regardless of any action taken by Neither the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability nor any Affiliate shall be responsible for all withholding any income tax, social insurancesecurity, payroll taxunemployment, fringe benefits tax, payment on account disability insurance or other tax-related items related to tax obligations that become legally due by Director in connection with any aspect of this Award, including the Participant’s participation in award of the Plan and legally applicable to Units, vesting or settlement of the Participant Units, or sale of the underlying Shares (“Tax-Related Items”). Director is solely responsible for timely reporting all income derived from the Units on Director’s personal tax return and paying all Tax-Related Items, and shall indemnify the Company or any Affiliate and hold it harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys, relating to any obligation imposed by law on the Company or any Affiliate to pay any Tax-Related Items. Notwithstanding the foregoing, in the event that the Company or any Affiliate has any obligation to withhold Tax-Related Items under any applicable law, you authorize the Company and/or an Affiliate, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related items by one or a combination of the following: (a) is and remains withholding from any cash compensation paid to you by the Participant’s responsibility and may exceed Company; or (b) withholding from proceeds of the amount actually withheld sale of Shares delivered upon settlement of the Units, either through a voluntary sale or through a mandatory sale arranged by the Company or the Employer(on your behalf pursuant to this authorization). The Participant Director further acknowledges that the Company and/or the Employer (ai) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthis Award, including, but not limited to, the grant, vesting or settlement of Restricted the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such issuance and the receipt of any dividends or and/or any dividend equivalents; and (bii) do does not commit to and are is under no obligation to structure the terms of the Restricted Share Units Award or any aspect of the Restricted Share Units to reduce or eliminate the ParticipantDirector’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company orand/or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant, or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (collectively, “Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe grant of Purchase Rights, including, including but not limited to, the grant, vesting or settlement purchase of Restricted Shares Unitsshares of Stock, the subsequent sale of Shares shares of Stock acquired pursuant to under the Restricted Share Unit and Plan or the receipt of any dividends or dividend equivalents; dividends, and (b2) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant of the Purchase Rights or any aspect of the Restricted Share Units Participant’s Plan participation to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant the taxable or tax withholding event, as applicable, the Participant will agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their any withholding obligations with regard to for all applicable Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s any wages or other cash compensation paid to the Participant by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, the Participant authorizes the Company and/or the Employer, or their respective agents, to (iiii) withholding withhold from the proceeds of the sale of Shares shares of Stock acquired pursuant to by the Restricted Share UnitsParticipant upon purchase, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization authorization, without further consent); , or (ivii) withhold shares of Stock to be issued upon purchase, provided, however, that withholding from the Shares in shares shall be subject to Restricted Share Units; and/or (v) any other method of withholding determined approval by the Company and permitted Compensation Committee to the extent deemed necessary or advisable by applicable law. Depending on the withholding method, counsel to the Company at the time of any relevant tax withholding event. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable ratesrates in the Participant’s jurisdiction, in which case case, the Participant may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share Stock equivalent) or; provided, if not refundedhowever, that where the application of such maximum rates would, in the Company’s determination, result in adverse accounting consequences to the Company, the Participant may seek a refund from Company shall withhold only amounts sufficient to meet the local tax authoritiesminimum statutory Tax-Related Items required to be withheld or remitted with respect to the Participant’s participation in the Plan. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares of Stock, for tax purposes, the Participant is deemed to have been issued the full number of Shares shares of Stock subject to the vested Restricted Shares Unitspurchase, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Participant’s participation in the Plan. Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue purchase or deliver the Shares shares or the proceeds of the sale of Shares shares of Stock, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Units, including, but not limited to, the grant, vesting or settlement of Restricted Shares Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units or any aspect of the Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Tax- Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Units, including, but not limited to, the grant, vesting or settlement of Restricted Shares Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units or any aspect of the Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable ratesin the Participant’s jurisdiction(s). In the event of overwithholding, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalentequivalent in Shares) or, if not refunded, the Participant may seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”)Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Participant further acknowledges that the Company and/or the Employer (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement of Restricted Shares Unitsthe Award, the subsequent sale of Shares shares of Stock acquired pursuant to the Restricted Share Unit Award and the receipt of any dividends or dividend equivalentsDividend Equivalents; and (b) do does not commit to and are is under no obligation to structure the terms of the Restricted Share Units Award or any aspect of the Restricted Share Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the EmployerCompany, or their respective its agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the followingby: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the EmployerCompany, (iii) withholding from the proceeds of the sale of Shares Stock acquired pursuant to the Restricted Share UnitsAward, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares shares of Stock subject to the Restricted Share Stock Units; and/or (v) any other method , provided, however, that if the Participant is a Section 16 officer or director of the Company under the Exchange Act, then the Participant may elect the form of withholding determined by from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely election, the Company and permitted by applicable lawwill withhold in shares of Stock, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax‑Related Items. Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of Shares shares of Stock subject to the vested Restricted Shares Stock Units, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or Stock, the proceeds of the sale of Shares Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for or any of its Affiliates take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerAffiliate, if any. The Participant further acknowledges that the Company and/or the Employer any Affiliate (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Restricted Shares Unitsthe Option, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such exercise and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or or the Employer Affiliate an amount equal to, or will make arrangements acceptable to the Company and the Affiliate to satisfy all any withholding obligation with respect to the Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employerits Affiliates, or their respective agents, at their discretion, to satisfy their any withholding obligations obligation with regard respect to all the Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid payable to the Participant by the Company and/or the Employer, Affiliate; (iiiii) withholding from the proceeds of the sale of Shares acquired pursuant to upon exercise of the Restricted Share Units, Option (either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentsale); or (iviii) withholding from in Shares to be issued upon exercise of the Shares subject Option; provided, however, that if the Participant is an Officer, the Committee (as constituted to Restricted Share Units; and/or (vsatisfy Rule 16b-3 of the Exchange Act) any other method shall approve the use of withholding determined by in Shares to the Company and permitted by applicable lawextent necessary or desirable to exempt the transaction under Rule 16b-3 of the Exchange Act. Depending on the withholding methodTo avoid any negative accounting treatment, the Company may or the Affiliate may, if necessary, withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedShares as described in (iii) above, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Shares Unitsexercised portion of the Option, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for due as a result of any aspect of the Participant’s participation in the Plan that cannot be satisfied by the means previously describedPlan. The Company or the Affiliate may refuse to honor the exercise or refuse to issue or deliver the Shares or the proceeds of the sale of Shares if unless and until the Participant fails to comply with his or her obligations in connection has complied with the obligations related to Tax-Related ItemsItems described in this Section 6.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares UnitsSpecial Retention Awards, including, but not limited to, the grant, vesting or settlement of Restricted Shares UnitsSpecial Retention Awards, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Special Retention Awards or any aspect of the Restricted Share Units Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Restricted Share UnitsSpecial Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share UnitsSpecial Retention Awards; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Shares UnitsSpecial Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary Affiliate that employs the Participant (the “"Employer”"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s 's participation in the Plan and legally applicable to the Participant (“"Tax-Related Items”") is and remains the Participant’s 's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement of Restricted Shares Unitsthe Award, the subsequent sale of Shares shares of Stock acquired pursuant to the Restricted Share Unit Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Award or any aspect of the Restricted Share Units Award to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax Tax Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the followingby: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s 's wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares Stock acquired pursuant to the Restricted Share UnitsAward, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s 's behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares shares of Stock subject to the Restricted Share Stock Units; and/or (v) any other method , provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Participant may elect the form of withholding determined by from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely election, the Company and permitted by applicable lawwill withhold in shares of Stock, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax‑Related Items. Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of Shares shares of Stock subject to the vested Restricted Shares Stock Units, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Stock or the proceeds of the sale of Shares Stock if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, and/or the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant, or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer, (collectively, “Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe grant of Purchase Rights, including, including but not limited to, the grant, vesting or settlement purchase of Restricted Shares Unitsshares of Stock, the subsequent sale of Shares shares of Stock acquired pursuant to under the Restricted Share Unit and Plan or the receipt of any dividends or dividend equivalents; dividends, and (b2) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant of the Purchase Rights or any aspect of the Restricted Share Units Participant’s Plan participation to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant the taxable or tax withholding event, as applicable, the Participant will agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s any wages or other cash compensation paid to the Participant by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, the Participant authorizes the Company and/or the Employer, or their respective agents, to (iiii) withholding withhold from the proceeds of the sale of Shares shares of Stock acquired pursuant to by the Restricted Share UnitsParticipant upon purchase, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization); , or (ivii) withhold shares of Stock to be issued upon purchase, provided, however, that withholding from the Shares in shares shall be subject to Restricted Share Units; and/or (v) any other method of withholding determined approval by the Compensation Committee to the extent deemed necessary or advisable by counsel to the Company and permitted by applicable lawat the time of any relevant tax withholding event. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share Stock equivalent) or; provided, if not refundedhowever, that where the application of such maximum rates would, in the Company’s determination, result in adverse accounting consequences to the Company, the Participant may seek a refund from Company shall withhold only amounts sufficient to meet the local tax authoritiesminimum statutory Tax-Related Items required to be withheld or remitted with respect to the Purchase Rights. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares of Stock, for tax purposes, the Participant is deemed to have been issued the full number of Shares shares of Stock subject to the vested Restricted Shares Unitspurchase, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Participant’s participation in the Plan. Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue purchase or deliver the Shares shares or the proceeds of the sale of Shares shares of Stock, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”)) or the Trustee, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employerresponsibility. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe Award, including, but not limited to, the grant, vesting or settlement payment of Restricted Shares Unitsthe RSUs, the issuance of Shares, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units RSUs or any aspect of the Restricted Share Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy fulfill all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: : (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii) requiring the Participant to tender payment in cash, check or wire transfer of the Tax-Related Items to the Company, the Employer or the Trustee; (iii) withholding from the proceeds of the sale of Shares acquired pursuant to upon payment of the Restricted Share Units, RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); ; (iv) withholding Shares to be issued upon payment of the RSUs (“net-share withholding”), provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then applicable withholding obligations for Tax-Related Items will be settled by withholding Shares in accordance with this subsection (iv) or, alternatively, the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from the Shares subject to Restricted Share Unitsalternatives (i)-(iii) herein; and/or and/or (v) any other method of withholding determined by the Company and permitted by applicable law. . (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or amounts or, to the extent permitted under the Plan, other applicable withholding rates, including maximum applicable rates, rates in the Participant’s jurisdiction(s) in which case the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for purposes of calculating the Tax-Related Items and determining the number of Shares that have been delivered in accordance with Section 2.5 above, the Participant is deemed, for tax purposes, will be deemed to have been issued the full number of Shares subject to the vested Restricted Shares UnitsRSUs, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Finally, the . (d) The Participant shall pay agrees to indemnify the Company and/or its affiliates and/or the Employer Trustee and hold them harmless against and from any amount of and all liability for any such Tax-Related Item or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such Tax-Related Items that from any payment made to the Participant for which the Participant is responsible. The Company and/or shall not be obligated to deliver any new certificate representing Shares to the Employer may be required to withhold Trustee, the Participant or account for as a result of the Participant’s participation legal representative or to enter such Shares in book entry form unless and until the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares Participant or the proceeds Participant’s legal representative shall have paid or otherwise satisfied in full the amount of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the all Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “"Employer”), the ultimate liability for ") takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these the Restricted Shares Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit at vesting and the receipt of any dividends or and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the Restricted Share Units Award or any aspect of the Restricted Share Stock Units 2 of 8 to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, at in their discretionsole discretion and without any notice to or additional authorization by the Participant, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: : (i) requiring a cash payment from the Participant; (iia) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, ; or (iiib) withholding from the proceeds of the sale of Shares acquired pursuant to upon vesting/settlement of the vested Restricted Share Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (ivc) withholding from in whole Shares to be issued in settlement of the Shares subject vested Restricted Stock Units the fair market value of which (determined by reference to Restricted Share Units; and/or (vthe closing price of the Common Stock on the principal exchange on which the Common Stock trades on the date the withholding obligation arises, or if such date is not a trading date, on the next preceding trading date) any other method of is equal to the aggregate withholding obligation as determined by the Company and permitted by applicable lawand/or the Employer with respect to such Award. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share Common Stock equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Shares UnitsAward, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of the Participant’s participation in the Plan. In the event the Tax-Related Items withholding obligation would result in a fractional number of Shares to be withheld by the Company, such number of Shares to be withheld shall be rounded up to the next nearest number of whole Shares. If, due to rounding of Shares, the value of the number of Shares retained by the Company pursuant to this provision is more than the amount required to be withheld, then the Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Participant. Finally, the Participant shall is required to pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a 3 of 8 result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(bi) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Restricted Shares Unitsthe RSUs, including, but not limited to, the grant, vesting or settlement of Restricted the RSUs, the issuance of Shares Unitsupon settlement of the RSUs, the subsequent sale of Shares acquired pursuant to the Restricted Share Unit such issuance and the receipt of any dividends or dividend equivalentsand/or any Dividend Equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (ii) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, its agent to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by one or a combination withholding in Shares to be issued upon vesting/settlement of the following: (i) requiring a cash payment from RSUs. In the Participant; (ii) event that such withholding from in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s wages or other cash compensation paid to acceptance of the RSUs, the Participant by authorizes and directs the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant its agent to the Restricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (sell on the Participant’s behalf pursuant a whole number of Shares from those Shares issued to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method Participant at vesting/settlement of withholding determined by the RSUs as the Company and permitted by determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable law. Depending on the withholding method, the obligations with regard to all Tax-Related Items. (iii) The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable withholding rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Shares UnitsRSUs, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Items due as a result of any aspect of the Participant’s participation in the Plan. (iv) Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for Employer takes with respect to any and all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”) ), you hereby acknowledge and agree that the ultimate liability for any and all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges liability and that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these the Restricted Shares Stock Units, including, but not limited toincluding the grant or vesting of the Restricted Stock Units, the grant, vesting or issuance of shares of Common Stock upon settlement of vested Restricted Shares Stock Units, and the subsequent sale of Shares the shares of Common Stock acquired pursuant to the Restricted Share Unit and the receipt of any dividends or dividend equivalentssuch issuance; and (b) do not commit to and are under no obligation to structure the terms of the Restricted Share Units grant or any aspect of the Restricted Share Stock Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against Unless the Company, the Employer Company or any other SubsidiaryAffiliate directs that it shall not, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges each Award shall include a requirement that you irrevocably agree that the Company and/or the Employer or any Affiliate (or former employer, as applicableappropriate) may recover the whole or any part of any employer taxes from you and at the request of the Company or any Affiliate (as appropriate) you shall elect (using a form approved by HM Revenue & Customs) that the whole or any part of the liability for employer taxes shall be transferred to you. The Company or any Affiliate may decide to release you from or not to enforce any part of your obligations in respect of employer taxes under this Section 9. An Award shall include a requirement that you irrevocably agree to enter into a joint election, under section 431(1) or section 431(2) of the United Kingdom Income Tax (Earnings and Xxxxxxxx) Xxx 0000 in respect of the Common Stock to be acquired pursuant to the Award if required to withhold do so by the Company or account for Tax-Related Items in more than one jurisdictionany Affiliate before any Common Stock is issued to you under the Plan. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemswithholding obligations of the Company and/or the Employer. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items legally payable by one or a combination of the following: (i) requiring a cash payment you from the Participant; (ii) withholding from the Participant’s your wages or other cash compensation paid to the Participant you by the Company and/or the Employer, (iii) withholding Employer or from the proceeds of the sale of Shares shares of Common Stock acquired pursuant to upon vesting/settlement of the Restricted Share Stock Units. Alternatively, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); (iv) withholding from the Shares subject to Restricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable in addition, if permissible under local law. Depending on the withholding method, the Company may withhold (i) sell or account arrange for Tax-Related Items by considering applicable minimum statutory the sale of shares of Common Stock that you acquire in settlement of the Restricted Stock Units to meet the withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items Items, and/or (ii) withhold in shares of Common Stock, provided that the Company and/or the Employer only withholds the amount of Common Stock necessary to satisfy the minimum withholding requirement. Any estimated withholding which is satisfied by withholding not required in Shares, the Participant is deemed, for tax purposes, to have been issued the full number satisfaction of Shares subject to the vested Restricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the any Tax-Related ItemsItems will be repaid to you by the Company and/or the Employer within a reasonable time and without interest. Finally, the Participant you shall pay to the Company and/or the Employer any amount of any Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan or from the grant, vesting, or settlement of the Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to issue shares of Common Stock in settlement of the Restricted Stock Units, or may refuse to deliver the Shares or the proceeds of the sale of Shares such Common Stock, if the Participant fails you fail to comply with his or her your obligations in connection with the Tax-Related ItemsItems as described in this Section. You acknowledge and agree that the Company is making no representation or warranty as to the tax consequences to you as a result of the receipt of the Restricted Stock Units, the lapse of any Forfeiture Restrictions, or the forfeiture of any Restricted Stock Units pursuant to the Forfeiture Restrictions.